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FORMGEN. 160

CITY OF LOS ANGELES INTER-DEPARTMENTAL

CORRESPONDENCE

0150-08813-0002 Date:

October

7, 2009

To:

Chair, Budget and Finance Committee

From:

Miguel A. Santana, City Administrative Officer

Subject:

SUPPLEMENTAL REPORT - INFORMATION TECHNOLOGY AGENCY REQUEST TO ENTER INTO A CONTRACT WITH COMPUTER SCIENCE CORPORATION FOR THE REPLACEMENT OF THE CITY'S E-MAIL SYSTEM

Y c..~

SUMMARY On August 11, 2009, the Information Technology and General Services Committee (Committee) considered a report from the Office of the City Administrative Officer (CAO), dated July 9,2009, regarding the request from the Information Technology Agency (ITA) to enter into a contract with Computer Science Corporation (CSC) to replace the City's e-mail system. As proposed by ITA, the City's GroupWise e-mail system would be replaced by Google's "software as a service" e-mail system, which also includes word processing, spreadsheet, and presentation preparation applications. The Committee requested this Office to transmit a supplemental report to the Budget and Finance Committee which addresses the following in light of changes which have occurred since the release of the original CAO report: • • • • •

An updated cost, savings, and funding analysis; Clarification of the different categories of costs and savings; A discussion of the key changes in the final draft version of the contract; A description of the proposed pilot program; and, Proposed resolution for the security issues.

After a review of each of these issues and consideration of revised information, this Office still recommends that the contract be approved and that the City implement the proposed Google system. This report draws the following conclusions for each of the issues identified above, while a fuller discussion of each is included in the Discussion Section of this report:

1. How do the costs of implementing thf1 Google system compare to the costs of the current system? The full cost of implementing the Googl~ system as proposed exceeds the costs of retaining the current GroupWise system by approximately $1.5 million over the proposed five-year term of the contract. Some of these costs, however, are for servers and staff that are currently used by GroupWise and while they wiil be-retained by the City, they will not be needed to support Google and can be reassigned to pressing needs in ITA. Additionally, the City will get both disaster recovery and increased storage space under the Google contact. While the City currently has no plans to implement these items with the

- 2current system, they are of significant value to the City. The benefits that will be gained by this additional capacity justify the costs of implementing the new system. 2. Is there sufficient funding to address the first year costs of the new system, given that implementation has been delayed? As a result of changing the implementation date from December 31, 2009, to June 30, 2010, savings from canceling GroupWise projected to be achieved during 2009-10 will no longer be achieved and cannot be used to offset the costs of the contract. As a result of a request from this Office, CSC has agreed to advance to the City potential rebate savings sufficient to offset the remaining 2009-10 shortfall. The necessary contract changes to implement this advanced rebate have been incorporated in the contract, which is attached to this report (Attachment 1). 3. Does the revised contract address the concerns that staff had regarding the draft contract that was before the Committee? Yes, the final version attached to this report fully addresses concerns that staff had regarding limitation of liability, indemnification, and early termination. The contract now adequately protects the City's interests. 4. Does the proposed pilot program allow the City to fully evaluate the Google system and cancel the contract without excessive penalty? The expanded implementation schedule allows for a two to three month pilot period, and the revised early termination language provides that the City will be reimbursed for subscription fees that are unused if the City chooses to terminate the contract for convenience. 5. Have the security issues raised in the prior CAO report and discussed in the Committee meeting been resolved? Since the prior Committee meeting, Google has announced a new proposal for protecting sensitive government data that is consistent with the approach preferred by the Police Department and the California Department of Justice. The Police Department is satisfied that these measures will adequately address its security concerns. Formal approval from the Department of Justice, however, can only be gained through its review of the actual functioning of the new system during the pilot period. Conclusion

This Office previously recommended proceeding with the proposed contract, recognizing that there are risks involved with any significant change of this nature but stating that the benefits from the proposed contracts mitigate the risks. We continue to support this recommendation, particularly in that we were able to negotiate the advanced rebate to cover the costs of implementation to replace the lost savings due to implementation delays. The CAO will establish a working group to oversee the transition to the Google system and to address additional issues that arise during implementation at the management level, including concerns raised by other City departments. RECOMMENDATIONS

It is recommended that the Council, subject to the approval of the Mayor: 1. Note and File the report from the Office of the City Administrative Officer dated July 9, 2009, regarding this contract;

-3 2. Approve the contract dated October 2009 (Attachment 1) with Computer Sciences Corporation, Inc., for the replacement of the City's e-mail system with Google's "software as a service" product that includes word processing, spreadsheet, and presentation applications, in the amount of $7,250,000, for a term of three years from the date of execution with two one-year renewal options, subject to the revision of the agreement to reflect the rebate advance described in this report, and subject to the review and approval of the City Attorney as to form; 3. Authorize the General Manager, Information Technology Agency to seek reimbursement for qualifying hardware and software purchased by the City pursuant to the 2006 class action antitrust settlement agreement with Microsoft up to the full remaining balance of $1,507,209, to be received by the City as a General Fund receipt; 4. Instruct the General Manager, Information Technology Agency (ITA), upon receipt of the Microsoft settlement agreement funds (Recommendation 3) to request the Office of the City Administrative Officer to recommend through its Financial Status Report a transfer from the Reserve Fund to ITA in an amount up to the reimbursements received as required to fund this contract after all other potential funding sources identified in this report have been exhausted; and, 5. Instruct the Information Technology Agency, with the assistance of the Office of the City Administrative Officer, to identify additional funding as may be required if the sources identified in this report are inadequate for the 2009-10 costs of this contract. FISCAL IMPACT STATEMENT

The total budgetary impact of implementing the Google system in 2009-10 would be $5,976,205. Of this amount, $1,951,260 is for additional expenditures not included in the 2009-10 Budget, including $1,754,760 for Google implementation and e-mail subscriptions, and $196,500 for infrastructure upgrades. These unbudgeted expenditures will be a General Fund obligation. ITA has identified $1,687,209 that could be used for this project, comprised of savings totaling $180,000 from its 2009-10 Budget and additional funding of $1,507,209 from a 2006 class action antitrust settlement agreement between the City and Microsoft. CSC agreed to advance the City $250,000 in future rebates to cover the majority of the remaining 2009-10 balance of $264,051. The recommendations in this report are in compliance with the City's financial policies.

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DISCUSSION

How do the costs of implementing the Google system compare to the costs of the current system? The Committee requested clarification of the definitions for the types of costs and savings identified in the initial CAO report. •

•

•

•

"Budgetary obligation" is the full cost of all equipment, staffing, and services that must be funded to operate either the current system or the Google system as proposed by ITA. The budgetary obligation was not discussed in the initial CAO report but is introduced to help provide clarity to the discussion. Specific cost elements are further divided and then compared through the following three categories. "Google costs" are new expenditures required for the City to implement and use the Google system and include the contract's implementation costs, the ongoing cost of Google subscriptions, and the costs of establishing and leasing a dedicated Internet connection between the City and Google. As new expenditures, Google costs also reflect the amount of new funding that must be identified to implement and operate the Google systern. "Budgetary savings," referred to as "hard savings" in the initial CAO report, are the result of the elirnination of budgetary costs associated with the current systern. Examples of budgetary savings are those that will result from the elimination of GroupWise licenses, upgrades, and associated applications that are no longer required under Google's system, and a reduction in the purchase of Microsoft Office licenses as City employees gradually transition to Google's office applications. "Reallocation of Existing Resources," referred to as "soft savings" in the initial CAO report, is the use of resources currently dedicated to GroupWise for other purposes if the Google system is implemented. Examples include staff and servers that are currently dedicated to GroupWise and that ITA intends to shift to other projects once Google is implemented. The City will continue to pay for these resources.

Costs and Savings Updates Subsequent to the release of the initial CAO report, ITA presented new information that resulted in the revision of the cost and savings projected in that report. Specifically: • •

•

•

The implementation date has been delayed, slightly increasing the first year costs of Google subscriptions, and eliminating all projected first-year GroupWise savings; ITA has stated that 30 of the 90 servers dedicated to GroupWise are obsolete and will not be put back into service or replaced once Google is implemented. This increases the budgetary savings associated with Google since under GroupWise these servers must be replaced, while under Google they will not be replaced; ITA increased its estimated cost of upgrading GroupWise from $350,000 to $700,000. This upgrade is required if the City is to continue to use a supported version of GroupWise. The enhancements and changes associated with this upgrade are minimal; and, Google has introduced new security measures which will meet the Police Department's security needs without the use of the encryption keys that were previously proposed, resulting in a slight decrease in the cost of using the Google system.

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The initial report provided cost estimates for both 17,000 users and 30,000 users. This supplemental report presents only the cost and savings estimates for 30,000 users which assumes full implementation for all City departments, including the Police Department. Based on the updated information presented above, the full budgetary obligation of changing to the Google system in 2009-10 would be $5,976,205. For the current GroupWise system, the 2009-10 budgetary obligation is $4,180,119. Over the proposed five-year term of the contract, the full budgetary obligation of changing to Google would be $24,518,013, as compared to $22,996,242 for the current GroupWise system (See Attachment 2). The "budgetary obligation" for the Google system, however, is not solely for new equipment and services dedicated to Google itself. Of the full "budgetary obligation," $8,291,726 is for "new Google system costs." An additional $7,050,431 is for items currently required for GroupWise, but would be reduced or eliminated under Google. The current cost of these items is $13,820,391 reflecting a "budget savings" of $6,769,955. The remaining $9,175,851 is for costs that would continue to be paid under Google at the same level as they are under the current system. Only $2,214,322 of these costs, however, would be used to support the Google system, resulting in a "reallocation of existing resources" valued at $6,961,528. These findings are summarized and compared to the amounts reported in the initial CAO report below, and detailed by year in Attachment 3, and for the proposed five-year term of the contract in Attachment 4. Initial CAO Report Amount

Updated CAO Report Amount

Total

$ 6,262,620 890,900 1,015,380 122,786 20,724 $ 8,312,410

$ 6,262,660 890,900 1,015,380 122,786 0 $ 8,291,726

Total

$ 2,710,825 350,000 1,642,870 0 1,552,678 $ 6,256,373

Cost Element New Google S~stemCosts

Google Subscriptions Implementation Costs Internet Upgrade - Leases Internet Upgrade - Hardware Encryption Keys for LAPD

Budgetary Savings

Amount

GroupWise Licenses GroupWise Upgrade Associated Applications Servers Retired (refresh, software, power) Office Licenses

Reallocation of Existing Resources

Amount

Server Repurposed (refresh, software, power) Staff Reassigned Total

$ 1,644,938 5,883,386 $ 7,528,324

Amount

$ 2,441,125 700,000 1,509,357 566,795 1,552,678 $ 6,769,955 Amount

$1,078,143 5,883,386 $ 6,961,528

While the budgetary costs of the Google system continue to exceed the costs of retaining the current system over the five-year term of the contract, ITA will benefit from the increased capacity resulting from the "reallocation of existing resources," currently dedicated to

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GroupWise, to other purposes. Specifically, adopting this contract will allow nine of 13 staff and sixty servers that currently support GroupWise to be reassigned to other functions within ITA. This increased capacity will somewhat offset the impacts of ongoing budgetary reductions in ITA that have reduced staffing levels and funding despite the continuation of similar workload levels. In 2009-10, ITA's Budget was reduced from the 2008-09 level by $14,832,542 (14 percent), and 95 staff (12 percent), 22 of which are currently filled and may result in layoffs. The Council is considering additional layoffs in ITA to address the current budget deficit. As stated in the initial report, the City may receive a series of discounts of up to $1,200,000 for its Google subscription costs if California governmental entities, such as the City's proprietary departments or the County of Los Angeles, "piggy-back" onto the City's contract. ITA reports that several entities have expressed an interest in doing so, although there is no way to be sure whether or how much of these rebates will be achieved. In order to address a 2009-10 funding gap for this contract, described below, this Office entered into negotiations with CSC resulting in CSC's agreement to advance the City $250,000 in rebate payments. If the number of California governmental entities that piggy-back on this contract is not sufficient to trigger the rebates, the City will be required to repay this amount in future years of the contract. Is there sufficient funding to address the first year costs of the new system, given that implementation has been delayed? No funds are included in the 2009-10 Budget for this purpose. The initial report identified $2,090,422 that could be used in 2009-10 to pay for these costs. Of this amount, $403,213 was savings that could have been generated by eliminating the need for GroupWise by the previous implementation date of December 31, 2009. Now that the implementation date has been moved to June 30, 2010 there are no projected GroupWise savings. As a result, only $1,687,209 of the funds originally identified are still potentially available for Google implementation in 2009-10. The $1,687,209 in available funding is comprised of $1,507,209 awarded to the City through a 2006 class action anti-trust settlement agreement entered into with Microsoft, and $180,000 in savings in ITA's Communications Services account due to reductions in Internet services costs. These monies were not programmed in the 2009-10 Budget. It should be noted that the use of these savings is not restricted to the Google proposal. These monies can be used for any City purpose. Even if these two available funding sources are used to pay for the Google system, as of this time there is still a need to identify an additional $264,051 to cover the full 2009-10 cost, as summarized below. Given the City's current budgetary crisis, this Office could not support entering into this contract in the absence of full funding during 2009-10. The agreement this Office negotiated with CSC to advance the City $250,000 in rebates during the current fiscal year, however, will offset most of the identified funding shortfall. This Office will work with ITA to identify the remaining $14,051 required in 2009-10 either by identifying savings in ITA or by adjusting the implementation schedule to reduce the 2009-10 cost of the contract. Most of the funds identified for use in 2009-10 are one-time in nature. It is appropriate to use these one-time funds both because of the benefits associated with the new system, and because approximately half of the costs in 2009-10 (the implementation costs of $890,900) are

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also one-time in nature. All required and available funds are identified below:

2009·10 Funding Requirement for Google User Subscriptions Implementation Internet Upgrade - Leases Internet Upgrade - Hardware Encryption Keys for Police Department Total Funding Requirement 2009·10 Available Funding ITA Savings - Communications Services City Settlement with Microsoft GroupWise Subscription Savings GroupWise-Related Applications Savings Rebate Advance Total Available Funding Additional Funding Required

Initial CAO Report Amount $ 863,820 890,900 180,000 16,500 9,860 $ 1,961,080

$

180,000 1,507,209 269,700 133,513

Updated CAO Report Amount $ 863,860 890,900 180,000 16,500

o

$ 1,951,260 $

180,000 1,507,209

o o

o

$ 2,090,422 [1

250,000

$ 1,937,209

$

14,051

Use of Microsoft Office Savings The ITA proposal assumed that funds from departments other than the Police Department, earmarked for the purchase of Microsoft Office licenses in 2009-10 could be used to further offset the costs of implementing the Google system. This proposal is not feasible. The estimated expenditure level for Microsoft Office in 2009-10 is $436,697. Of this amount, approximately $235,000 is required for a Department of Building and Safety contractual obligation for a Microsoft enterprise license agreement in 2009-10. Even if this agreement could be cancelled, funding for this purpose is provided by the Building and Safety Department Building Permit Enterprise Fund and could not be used to offset the costs of the Google system for the entire City as it is a restricted source of funds. The remaining Microsoft Office funding projections are based on 2008-09 expenditure levels for all City departments and do not represent 2009-10 Budget appropriations. Therefore, there are no specific appropriations that can be reduced and used to pay for the Google system in 2009-10. Further, given the fact that Google will not be fully implemented until the end of the Fiscal Year, it is not realistic to expect all Microsoft Office spending will be stopped in 2009-10 since no alternative will be available to many users until late in the year. Finally, according to ITA the decision to use Google's office applications instead of Microsoft Office is a business decision to be made by each General Manager, further reducing the ability of ITA to curtail Citywide spending for Microsoft Office at this time. In the initial report, this Office estimated that the 2009-10 spending by departments other than the Police Department would be reduced by 25 percent in 2009-10 as a result of the Google implementation. We continue to support this estimate. ITA's "Return on Investment" Analysis On August 17, 2009, subsequent to the release of the initial report and to the Committee meeting, ITA presented the details behind its "Return on Investment" analysis to

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this Office. This analysis assigns a monetary value for additional benefits associated with the Google system. The benefits identified by ITA are real. The Google system includes disaster recovery and a high amount of storage that is not currently available to the City without an additional investment. The City, however, has no plans to purchase these features absent the transition to the Google system and the addition of these features do not represent budgetary savings that could be used to offset the costs of the Google system. Therefore, the amounts presented below are those calculated by ITA and this Office did not attempt to independently verify the validity of the calculations. Under the service level agreement in the proposed contract, City data held by Google will be available to the City 99.9 percent of the time. Google, therefore, must ensure that the data is adequately backed up and available, even in the case of a disaster. Currently, the City does not have any such disaster recovery system for e-mail data. ITA estimates that to purchase such a system would cost approximately $1,300,000 with ongoing annual costs of $260,000 for a five-year total cost of $2,340,000. Although there is no proposal and no intent at this time to fund disaster recovery for the current e-mail system, ITA considers these to be avoided costs. Disaster Recovery:

The initial CAO report identified the increased storage available through the Google System as one of its benefits. Based on the industry standard, ITA has estimated that to purchase the amount of storage that is included with the Google system would cost $25 per City employee per year. Therefore the City would have to expend $3,555,000 over the next five years for comparable storage space. ITA considers these to be avoided costs, but this amount is not based on actual proposed or projected expenditures and does not represent actual budgetary costs. Remote Storage:

Video Conferencing: The initial CAO report identified video conferencing as one of the enhancements that would be available through the Google system. Video conferencing, however, is a potential future benefit for the City that would only be achieved if the City purchases cameras that can be used for this purpose. ITA has estimated that the cost of purchasing a comparable video conferencing system in the absence of the Google system would be $2,000,000 in the first year, and $1,720,000 over the subsequent four years for a total five-year cost of $3,720,000. ITA considers these to be avoided costs, but there is no proposal and no intent at this time to fund a video conferencing system for the City. Productivity Gains: The initial CAO report identified potential productivity gains from the collaboration tools, and noted that the service availability of Google was likely to be superior to our current system. We also identified short-term productivity losses from transitioning to a new system and from incompatibility issues between Microsoft Office and Google's applications. It is not possible to accurately predict the magnitude of productivity changes. ITA, however, has estimated that the average productivity gain per City employee would be 10 minutes per week with the transition to Google's system. Using an average annual salary of $71,200 for City employees, ITA has valued that time at $44,509,500 over five years. While increased productivity is a benefit to the City, 10 minutes per week per employee would not lead to hard dollar budgetary savings.

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Does the revised contract address the concerns contract that was before the Committee?

that staff had regarding

the draft

The initial CAO report noted that the contract submitted for review was a draft. This Office had concerns regarding several provisions in the draft, including the limitation of liability and indemnification language. Since that time, this Office, the Office of the Chief Legislative Analyst, and the City Attorney have continued to work with ITA and CSC to revise the contract to ensure that it is consistent with City practice and in the City's best interest. On August 28, 2009, ITA transmitted to Council its finalized contract with CSC that includes revised provisions to address concerns raised by City staff. Among the specific significant revisions were changes to the indemnification and limitation of liability language to a form that is acceptable to this Office's Risk Management Division. Staff had an additional concern regarding the annual subscription service fee that is paid 12 months in advance, and the City's ability to recover the unused portion of the fees should we choose to terminate the contract for convenience. Language is now included that should this termination provision be invoked, the City will be refunded the balance of the unused portion of the pre-paid subscription fee from the date the City data is fully migrated off of the system. As a result of these, and other minor revisions, the contract now adequately protects the City's interests. On October 2, 2009, ITA submitted to the CAO a revised version of the contract that incorporated the agreement that CSC will advance the City potential rebates totaling $250,000, as discussed above (Attachment 1). According to the Office of the City Attorney, upon Council'S receipt of the October 2, 2009 contract through the submission of this report the Council will have 60 days to act on the revised contract or it will be deemed approved (Los Angeles Administrative Code Section 10.5). Does the proposed pilot program allow the City to fully evaluate the Google system and cancel the contract without excessive penalty?

The initial CAO report stated ITA's intent to fully implement the Google system by December 31, 2009. As a result of this rapid implementation period, there was only a short time dedicated to a pilot period to test and evaluate the system. The Committee expressed concern that the short pilot period would be inadequate to ensure that the system would meet the City's needs and that if the system was implemented without adequate evaluation and proved to be unacceptable, it would be costly to then change again to a different e-mail system. Since the implementation period has been extended, ITA now plans for a two-month pilot for most City departments, and a three-month pilot of the Police Department (see Attachment 5, a letter from ITA to the Information Technology Policy Committee identifying the pilot period plan). The expanded pilot period, combined with the new early termination protections discussed above, will reduce the chance that the City will fully implement the system if it proves to be unacceptable. Have the security issued raised in the prior CAO report and discussed in the Committee meeting been resolved?

The Committee expressed concern that additional security measures, required by LAPD

- 10and other City agencies to protect confidential law enforcement data, be tested as soon as possible. Any security measures must be reviewed and approved by the State of California Department of Justice. The Committee expressed the hope such approvals could be obtained early to prevent the City from investing time and resources on security measures that prove unacceptable. In response to the City's concerns, Google has recently introduced a new approach to security, described below. Security measures, however, cannot be evaluated until they are operational at least in a test setting, and they cannot be made operational until a contract is executed. At the time of the initial report, Google had proposed that LAPD data be subject to additional encryption. Since that time, Google has introduced a new offering referred to as the "Gov Cloud," through which sensitive government data would be stored in dedicated facilities within the continental United Sates and be managed by individuals who would be subject to high level security clearances, including FBI fingerprint checks. The Police Department is satisfied that these measures will adequately address its security concerns. Based on the requirements identified throughout the process by the Department of Justice, it appears likely that the "Gov Cloud" will also address its security concerns. Formal approval from the Department of Justice, however, can only be gained through its review of the actual functioning of the new system during the pilot period. Despite the extended pilot period and continued progress toward identifying appropriate security measures, this Office will establish a working group of all impacted departments to facilitate the resolution of challenges that arise during the implementation of the new system.

MAS:JWW:08100086c

PROFESSIONAL SERVICES CONTRACT Contractor: Computer Sciences Corporation Regarding: SAAS E-Mail & Collaboration Solution (SECS) Contract Number: FINAL DRAFT (2009-10-02)

October XX, 2009 City of Los Angeles Information Technology Agency

TABLE OF CONTENTS 1. SCOPE OF WORK .........................................•..................................................................... 3 2. DOCUMENTATION ..........................................................................•................................... 8 3. TRAINING REQUiREMENTS.......................................................................•....................... 8 4. SERVICES .............•......•...................................................................................................... 9 5. REPRESENTATIONS AND WARRANTIES

12

6. PERIOD OF PERFORMANCE

.

7. FEES AND EXPENSES

13

......•...................................... 13

8. COMPENSATION AND PAYMENT

...•...................................... 14

9. PARTIES TO THE CONTRACT AND REPRESENTATIVES..

.

10. CONFIDENTIALITY & PROPRIETARY RIGHTS.........................

16 .

11. INFORMATION SECURITY 12. DEFINITIONS............................

17 ..

..•...............•........................................ :.

13. AGREEMENT MODIFICATIO 14. INCORPORATION OF STANDA 15. ADDITIONAL TERMS NOT INCLU

18 .

GES OR AMENDMENTS

21

ONS/ORDER OF PRECEDENCE IX A

Final Draft 20091002.doc

22 25

16. INCORPORATION OF APPENDICES

City_SECS Contract

19

25

Page 2 of 26

CONTRACT NUMBER BETWEEN THE CITY OF LOS ANGELES AND COMPUTER SCIENCE CORPORATION FOR THE SAAS E-MAIL AND COLLABORATION SOLUTION (SECS) THIS CONTRACT ("Contract") is made and entered into, to be effective as of [Effective Date] ("Effective Date"), by and between City of Los Angeles, California, a municipal corporation (hereinafter referred to as the "City"), and Computer Sciences Corporation, a Nevada corporation, (hereinafter referred to as "CSC" or "Contractor" or "Team CSC"). WITNESSETH: WHEREAS, the City's Information Technology Agency responsible for coordinating and facilitating electro operations for the City of Los Angeles; and

after referred to as "ITA") is munications and associated

WHEREAS, the City desires to replace an existing outdated s with a new solution being d Mail based e-mail, implemented by the Contractor, that includes a Google Do collaboration, eDiscovery, archiving, video conferencing, as well as communicative and desktop applications; and WHEREAS, Contractor was selected by the City following a Request for Pr a Software as a Service (SaaS) model E-mail and Collaboration System; and

al issuance for

WHEREAS, the services to be performed by Contractor are of an expert and technical nature and are temporary and occasional in character, WHEREAS, the Cit Google Apps Premi premise based e-mail provided in a "Software departments, NOW, THEREFORE, in consi agreements hereinafter set forth, th

this Contract to implement (install, migrate and deploy) the will replace the City's current e-mail system(s) with a non. I add Google office automation and collaboration tools, all aaS) model, for over forty (40) non-proprietary City

n of th ove premises, and of the covenants and ies hereby covenant and agree as follows:

1. SCOPE OF WORK The Solution, as defined in Section 12, replaces the City's current GroupWise e-mail system and adds collaboration tools for over forty (40) non-proprietary City department users. The Solution must be implemented by Contractor per Section 1 and thereafter supported as required herein (Implementation and follow-on support supplied by Contractor hereafter referred to as "Support Functions"). The City expects to replace 17,000* to 30,000* user e-mail accounts immediately, dependant on scheduling. Contractor shall, per Implementation Plan, implement the entire Solution and migration of historical data (archive and backup) from the existing e-mail system for all councilcontrolled departments (as specified in the Schedule of Work). Note(*) - Numbers are approximates and representative.

City-SECS

Contract - Final Draft 20091002.doc

Page 3 of 26

The City will also make this opportunity available to proprietary departments of the City of Los Angeles and other Public Agencies within the State of Califomia. Contractor agrees to offer the same Services under the same terms and conditions to both City proprietary departments and to any other Califomia govemment entities in accordance with the pricing schedules and catalog contained in Appendix E. The exact quantities of e-mail accounts will be determined during the implementation-planning phase. Not all departments (proprietary or non-proprietary) may be included in the initial implementation. 1.1

Minimum Required Solution Implementation (overview of solutions in Appendix B). The City intends to establish and the Contractor will implement, the following solutions, services and capabilities provided in a SaaS model utilizing the Solution.

City-SECS

1.1.1

E-mail requirements must have the following functionality: 1.1.1.1 Basic e-mail functionality, including but not limited to send, receive, format, and attachme Inbox limit of no les 1.1.1.2 25 GB per user; Attachment size 1.1.1.3 s than 1 GB per email; fined e-mail groups or personal folders Ability to create 1.1.1.4 based on search c Ability to define rules 1.1.1.5 ling within the inbox; Ability to add both perso 1.1.1.6 ures and notes; Ability to push contact lists 1.1.1.7 b links to mobile devices; Ability to retain e-mail (List pe 1.1.1.8 limit, if any); Ability to copy, move, and store I 1.1.1.9 ation to desktop or local rage; to print stored information loca , 1.1. scan or fax from multifunction devices to e-mail; 1.1 City staff to establish remote printing to a City facility; 1.1. send, assign and delegate tasks; 1.1.1. mail system remotely; 1.1.1.14 reply messaging; 1.1.1.15 inbox remotely; 1.1.1.16 A mail data with mobile devices (i.e. 1.1.1.17 Abilit BlackBe 1.1.1.18 Ability to d te all e-mail functionality to another staff member (i.e., proxy as ignments, including mail/phone, appointments, reminder notes, tasks, and all other functionality); 1.1.1.19 Ability to define proxy access limitations (e.g., ReadlWrite; Subscribe to Alarms and Appointments, Modify Options, Rules, and Folders); and 1.1.1.20 Retract and/or retrieve within City e-mail system.

1.1.2

Contact Management requirements must have the following functionality: 1.1.2.1 Must include basic contact management functionality, including but not limited to last name, first name, middle initial, department, title, phone number, fax number, mailing address, e-mail address, business address, contact log, notes, etc.; Ability to synchronize contact information with desktop applications 1.1.2.2 Ability to synchronize contact information with industry standard 1.1.2.3 mobile devices (i.e. Blackberry); Ability to access data remotely; 1.1.2.4

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1.1.2.5 1.1.2.6

Ability to synchronize data with mobile devices (i.e. BlackBerry); Ability to share contact lists;

1.1.3

Calendar requirements must have the following functionality: 1.1.3.1 Must include basic calendaring functionality, including but not limited to appointment, event, and sharing; Ability to view multiple calendars at same time (both personal and 1.1.3.2 global); 1.1.3.3 Ability to schedule resources, including but not limited to facilities, conference rooms, and equipment; Ability to manage resources by proxy (e.g., delegate calendar 1.1.3.4 management, set "view-only" or "edit" rights, etc.) to another staff member; Ability to print calendars locally in standard formats (such as daily, 1.1.3.5 weekly, monthly, Franklin format, etc.); 1.1.3.6 Ability to view and sc Ie from "free-busy" information; Ability to view or hi intment details; 1.1.3.7 Ability to access motely; 1.1.3.8 Ability to synchr ta with mobile devices (i.e. BlackBerry); 1.1.3.9 busy" s dule as determined by each 1.1.3.10 Show non-detailed individual user.

1.1.4

e-Discovery requirements must hav 1.1.4.1 Ability to search based on th 1.1.4.2 Content; 1.1.4.3 Sender and/or recipient; 1.1.4. range; and 1.1 tao 1.1. store search results with any metadata; and 1.1.4. add and delete from search results to create an e-

t.

1.1.5.4 1.1.5.5 1.1.5.6 1.1.5.7 1.1.6

City-SECS

ents must have the following functionality: . ve all e-mail data for a minimum of 180 ys availa to the user and 90 additional days available ministrators before data is automatically processed for term a e. to archi e data based on content, sender, recipient, and/or etadata with different archival periods per City policy or quirements; to retrieve or e-Discover archived data based on content, der, recipient, and/or other metadata with different archival eriods; Ability to view, and perform all normal e-mail functions on archive by an e-mail administrator without having to restore; Ability to archive data up to and including the archive limit (see Appendix E); City's archive storage limit is unlimited; and Ability to restore archived e-mail data to "live" status.

Collaboration requirements must have the following functionality: 1.1.6.1 Ability to share data and files stored within the Solution;


Page 5 0126

1.1.6.2 1.1.6.3 1.1.6.4 1.1.6.5

City-SECS

Ability to have multiple staff members work on common files at the same time from different or separate City work locations; Ability to collaborate with staff members that are telecommuting or otherwise away from a City facility; Availability of a Wiki type solution for collaboration that allows changes to be tracked by user; and Ability to maintain version control on all collaboration files (i.e., who, what, when).

1.1.7

Solution Administration requirements must have the following functionality: 1.1.7.1 Ability, from the administrative console (tool provided by Contractor), to: 1.1.7.2 Fully manage all City accounts within the City network, including but not limited to addition, deletion, manipulation and suspension; (1) Fully manage SaaS identity and user accounts; (2) Control SPAM or provides anti-spam; (3) Control virus or provide anti-virus (including spyware); (4) Apply content filter; (5) Ability to apply policies in managing solutions; (6) Review restricted e-mail; (7) V·ew all calendars and appointments; (8) istorical, statistical and usage reports locally; (9) ail accounts; (10) ment size; (11 ) (12) ate Global Address Lists (GALs); (13) and aliases; and (14) Ability to lutions as cited in Section 1.2 below. 1.1.7.3 Ability to use all do extensions; Ability to synchronize il identities with identities that are managed in our internal authentication directory; ility to control Blackberry, Treo, iPhone and other such ile/smart Devices, including the ability to synchronize calendar, cts and e-mail (e.g., Blackberry Enterprise Server, etc.); to control e-mail storage limits per user based on maximum limits; to integrate with internal applications using e-mail, really using SMTP, IMAP, SOAP, POP3, etc.; ity to manage DNS; bility to migrate Historical or user Archives from current proprietary format to proposed Solution after implementation; and 1.1.7.10 Ability to implement Administrative Console in a distributed manner to different departments, with differing levels of access.

1.1.8

Integration requirements must have the following functionality: 1.1.8.1 Ability to integrate with standard Mobile Devices (i.e. BlackBerry); 1.1.8.2 Applications that utilize e-mail notifications; 1.1.8.3 Infrastructure devices that utilize e-mail notifications; 1.1.8.4 Novell Identity Management 1.1.8.5 Microsoft Active Directory; and

Contract-


Page 6 of 26

1.1.8.6

Files stored On-site.

1.1.9

Training requirements must have the following: 1.1.9.1 Train-the-Trainer for in-house Citywide Staff training; 1.1.9.2 Train a core group of at least 100 trainers trained that will train the remaining City staff; 1.1.9.3 Administrative Staff; and 1.1.9.4 Availability of on-line training (by function).

1.1.10

Security requirements must have the following functionality: 1.1.10.1 Ability to provide segregation of City data from other data; 1.1.10.2 Ability to log access to all City da City staff; 1.1.10.3 Ability to log access to all City non-City staff; and 1.1.10.4 City email and Google Mess overy (GMD) data remaining within the continental Unit

1.2 ADDITIONAL SOLUTIONS (overview of solutions in Appen The City intends to establish and the Contractor will imple he following additional solutions, services and capabilities "Additional Solutions" pro in a SaaS model utilizing the Solution, as an option to City departments and staffs. 1.2.1

Instant Messagin quirements must have the following f nality: 1.2.1.1 Ability internally; 1.2.1.2 Ability to rnally; 1.2.1.3 Ability to r ations; and 1.2.1.4 Ability to c a Global, Group or individual perspective ive Console.

1.2.2

Office Productivity require 1.2.2.1 Word Processing, 1.2.2.2 Spreadsheet capa .2.3 Presentation tools; a Ability to read, open, e formats.

following functionality:

nd display standard office product

rencing -to-one internally; , .Ie locations internally; to utilize saved video files within office productivity tools; lIy; me on-screen notation; ote Desktop Access/Control; ility to record videos; and Ability to control above from a Global, Group or individual perspective with the Administrative Console. 1.2.4

City-SECS

Contract-

Virtual Drives 1.2.4.1 Ability to store files (all types) and work as a virtual drive on the PC desktop and with the operating system file manager; 1.2.4.2 Ability to search (e-Discovery) files; 1.2.4.3 Ability to utilize local and SaaS office productivity tools 1.2.4.4 Availability of List serve capabilities; 1.2.4.5 Ability to log accesses; and


Page 7 of 26

1.2.4.6 1.2.5

Ability to control above from a Global, Group or individual perspective with the Administrative Console.

Communication Services 1.2.5.1 Ability to translate electronic communication; 1.2.5.2 Ability to utilize "TTY" communication; and 1.2.5.3 Ability to control above from a Global, Group or individual perspective with the Administrative Console.

1.3 Future Services and Enhancements: t limited to, archived storage Contractor may offer additional Google services, including, independent of a named user, Google Search, Maps, an Contractor may also offer ition of products to the future products from Google, as they become available . ation, executed by the Contract and catalog will be completed by written co parties. Contractor will add existing and future produ to Co tor's price list in Appendix E, after agreement is completed and executed between Contract the City of Los Angeles. 2. DOCUMENTATION The project deliverable documents 2.1

A Project Plan

2.2

Progress Reports

2.3

Design Docum

2.4

Equlpment Li

2.5

Materials and 2.5.1

The m are requi Solution; a

in Appendix C).

e, network throughput, and hardware) that mal network to support the proposed

2.5.2

requirements for the both Required and Optional tion; and

2.5.3

Indicate whether No II GroupWise client must remain active during migration of archived e-mail.

3. TRAINING REQUIREMENTS 3.1

The Contractor shall provide training for the City's operations and maintenance personnel to competently operate and maintain the Solution, and Contractor-installed equipment/subsystems, as specified in Statement of Work (Appendix 8).

3.2

The training shall be inclusive of all the items in the Solution, such as; all applications, available systems, administrative, etc.

3.3

The training will be conducted according to a plan provided by the Contractor. The plan shall detail how and when the training will be accomplished, what training materials will be provided, and any necessary pre-requisites.

City_SECS


Page 8 of26

3.4

The Contractor shall submit the proposed training plan and all training course material to the City for review and approval prior to any training courses.

3.5

The Contractor shall prepare and provide all the course materials, lesson plans, demonstration equipment and test equipment necessary to teach the course.

3.6

The City shall provide standard training equipment (e.g., projectors, easels, etc.) as required, according to the training plan. The Contractor pricing is inclusive of all training, including all the materials and equipment provided by the Contractor.

3.7

All Contractor-provided training shall be conducted at City facilities in Los Angeles, unless otherwise specified by the City.

3.8

Course instructors shall verify the results of training with a suitable test/examination at the completion of each training course, and provide certification to all City personnel who pass the course.

3.9

Contractor shall grant the City a license course and Contractor shall supply via copy of all training course material unless mutually agreed to in writing.

use all documentation developed for the nic transfer of one electronically editable . Hardcopy formats will not be accepted

4. SERVICES This Contract sets forth the terms and conditions u the Contractor agrees to license certain hosted "software as a service" and provide r services, data import f export, monitoring, support, backup and recovery, and training sary for City's productive use of such software (the "Solution"), as further set forth on Ap B, attached. The City shall perform its responsibiliti forth in the same Statement of Contractor will partner with the City to ensure pro anagement and assist in iden ng any required technology upgrades within th s in support of this implementation. Contractor and the City shall use commercia orts to fulfill their respective obligations in a timely manner in order to achieve th tones and dates set forth in the Statement of Work and other Project Control Doc k product contained herein in any aspect of a Service shall be made in accordanc oduct provisions set forth in Appendix C - Work Product. 4.1

Authorized Users. Unless rwise limited in Appendix B, City and any of its employees, agents, contract uppliers of services or other designated users that have a need to use the Solutio . r the benefit of City shall have the right to operate and use the same. As a part of the Solution, City shall be responsible for all user identification and password change management.

4.2

Backup and Recovery of City's Data. As a part of the Solution, Contractor is responsible for maintaining a backup of City Data, for an orderly and timely recovery of such data in the event that the availability of the Solution may be interrupted. Backup and Recovery of the City Data will be in accordance with Appendix F - SLAs.

4.3

If the City wishes to discontinue use of the Solution and retrieve all user data, administrative interfaces and open APls exist that provide access to all user data. With sufficient additional technical services resources and sufficient available bandwidth, all user data can be retrieved within 5 days, and Contractor will authorize the deletion of all user data within the Solution.

4.4

Non-exclusivity. Nothing herein shall be deemed to preclude City from retaining the services of other persons or entities undertaking the same or similar functions as those undertaken by Contractor hereunder.

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Page 9 0126

4.5

Subcontractors. Contractor shall not enter into any subcontractsfor the performanceof the Services, or assign or transfer any of its rights or obligations under this Contract, without City's prior written consent and any attempt to do so shall be void and without further effect. City's consent to Contractor's right to subcontract any of the Services shall not relieve Contractor of any of its duties or obligations under this Contract, and Contractor shall indemnify and hold City harmless from any payment required to be paid to any such subcontractors.Use of subcontractors,if allowed, shall be pursuant to PSC-12 in Appendix A. 4.5.1

4.6

Subcontractors. The City hereby approves the use of the following contractorsby CONTRACTOR: 4.5.1.1 Google 4.5.1.2 SADA 4.5.1.3 Appirio

CHANGENOTICESAND AMENDMENTS 4.6.1

The parties may mutually under this Agreement an changesshall be accomplish

4.6.2

For any change (including any su ) requested by City prior to Final Acceptance that is within the pe Ie scope of a Change Notice, Contractor shall, within five (5) day r notification of City's change request, prepare a written proposal in a nce with the Change Notice Imp . ia which includes: (i) specific regarding any Third-Party So ditional System hardware that II be required to implement t nge; (ii) a statement of the impact on the System; (iii) a m 0 price; (iv) a statement of the impact on the Project Sc v Contractor's proposed staffing and anticipated number of hour ember; and (vi) any other information reasonably requeste or's written proposalshall be valid for sixty (60) days from City's discretion, shall be negotiated in accordancewit hange tice Impact Criteria and the provisions of this Agreement. In th t that agreementis reached, a Change Notice, which incorporatesthe req d change and the agreed-uponterms thereof, shall be prepared and exe uted by City and Contractor, and the requested change therefore shall be implemented in accordance with such Change Notice. Any change that is outside of the permissible scope of a Change Notice shall only be effective if authorized by the City Council and executed by the Office of the Mayor.

4.6.3

Notwithstanding anything to the contrary, changes to any portion of the Agreement shall be made by a written agreement executed by duly authorizedrepresentativesof City and Contractor.

4.6.4

Notwithstanding any other provision of this Section 4.6 or PSC-10 A "Termination for Convenience", City's Project Manager (or escalated staff) shall take all appropriate action to carry out any orders of the City Council relating to this Agreement, and, for this purpose, in addition to any other authority expressly granted to City's Project Manager in this Agreement,

City_SEes Contract-


to change any portion of the work required ther provisions of this Agreement. All such Iy as pr ided in this Section4.6.

Page 10 0126

City's Project Manager (or escalated staff) is authorized to: (1) issue written

notice(s) of partial of complete termination of this Agreement pursuant to Termination for Convenience in accordance with the following restrictions, but otherwise without further action by the City Councilor Office of the Controller; and (2) prepare and sign Change Notices in accordance with the following restrictions, but otherwise without further action by the City Councilor City's Purchasing Agent. 4.6.5

Such notices of partial or complete termination shall be deemed authorized only after all of the following conditions have been satisfied: 4.6.5.1

Change Notices shall be in compliance with this Agreement and with all applicable City laws, rules, regulations, ordinances, guidelines, and directives.

4.6.5.2

City's Project Mana any Change Notic

all obtain the approval of City Council for exceeds the Contract Sum. City Council, the Project Price may not be

4.6.5.3

x

s shall be made in accordance Statement of Work (Appendix

4.7

4.8

f the Contract Sum or extend ection 1), as set forth in Plan), for more than 60 days.

City Resources and Contractor Appendix_B,each party shall provide Resources, as the case may be) to the deem necessary to perform the Services.

nce with the terms set forth in esourc ity Resources and Contractor party as City and Contractor may mutually

Resources. If so descri in Appendix B, where City provides s (e.g., technology equi ment) to Contractor that are reasonably r the exclusive purpose of providing the Services, Contractor eep such resources in good order and not permit waste r otherwise) or damage to the same. Contractor shall return City in substantially the same condition as when Contractor same, ordinary wear and tear excepted. City shall provide es, if any, described in Appendix B. 4.8.2

City-SECS

sources. In addition to any Contractor Resources described B, the Contractor shall, at a minimum, provide all of the resources necessary to ensure that the Services continue uninterrupted, considering the applicable Service Windows and Service Levels, that City Data is secure to the standards and satisfaction of City, and provide for an optimal response time for City's users of the Solution (Appendix F). Where Contractor fails to provide such minimal Contractor Resources, City shall have the right to immediately terminate this Contract or the applicable Appendix B, in whole or in part, without liability.


Page 11 of 26

5. REPRESENTATIONS 5.1

AND WARRANTIES

Mutual Representations warrant that:

and Warranties.

Each of City and Contractor

represent and

5.1.1

it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;

5.1.2

it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Contract;

5.1.3

this Contract, when executed and delivered, shall be a valid and binding obligation of it enforceable in accordance . s terms;

5.1.4

the execution, delivery, and perform this Contract has been duly authorized by it and this Contract s the legal, valid, and binding agreement of it and is enforceab In accordance with its terms, except as the enforceability thereof ay be Ii by bankruptcy, and similar laws affecting creditors' rights generally and by I equitable principles;

5.1.5

it shall comply with all applicable federal, state, 10 . ternational, or other laws and regulations applicable to the performance . of its obligations under this Contract and shall obtain all applicable p . and licenses required of it in tion with its obligations under this Co ct; and,

5.1.6

there is no outsta is a party which, if have a potential or obligations under this

5.1.7

Contractor's obligation for each day the City fail furnished information, facili tated in the milestones (App d to.

5.2

'on, arbitrated matter or other dispute to which it orably to it, would reasonably be expected to adverse effect on its ability to fulfill its xcused on a day for day basis eet its p ormance obligations (e.g. City d equipment access, decisions, etc.) as ices S, C and D)and/or schedules mutually

tractor represents to the City and warrants that: is possessed of the knowledge necessary to assist the City in of the Services; ws the particular purpose for which the Solution

is required;

the experience and is qualified to perform the tasks involved e "Support Functions" in an efficient and timely manner. 5.2.4 Appendix 5.2.5

City-SECS

will achieve in all material respects the functionality described in and that such functionality shall be maintained during the Term;

Contractor warrants that it will use commercially reasonable virus detection computer software programs to test the Software licensed hereunder for viruses prior to delivery to City and that Contractor will continue to take such step with respect to any code delivered to City to correct any identified error. City hereby warrants that it will use commercially reasonable virus detection computer software programs to test the Software licensed hereunder for viruses prior to installation and that City will continue to take such step with respect to any code delivered to City to correct any identified error. Contractor warrants that it will maintain a copy of the current version and the


Page 12 of26

one (1) immediately preceding version of the Software which have been tested as set forth herein. Upon City's request, Contractor agrees to make such copy of the Software available to City, for City's comparison with City's copy of the Software. Contractor further warrants to City that it is not the policy of Contractor to intentionally include disabling mechanisms or computer viruses into software provided to its customers and that should such policy change, Contractor will advise City in advance and, upon City's request, will provide City with the code(s) necessary to defeat any such disabling mechanisms or computer viruses, intentionally inserted by Contractor or its employees into the Software. 5.2.6

Implementation warranty means the Sol defects for thirty days after Full and Fi

will operate without material ptance.

5.3

City warrants that Contractor's use of any an does not infringe any intellectual propriety rig

Is furnished by City hereunder party.

5.4

EXCEPT AS SET FORTH IN THIS SECTION 5, THE PAR EXCLUDE FROM THIS AGREEMENT ALL REPRESENTATIONS AND WARRANTI . LUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTAB AND OF FITNESS FOR A PARTICULAR PURPOSE.

6. PERIOD OF PERFORMANCE The term of this Contract shall co conformance with Appendix A, PSC-4 ( or at such time as all funding provided h Contract shall be subject to termination services in the ensuing fiscal year commen Contract for two 1-year periods past the initial

e date the Contract is fully executed in " , and shall terminate 3 years there from, nded, whichever occurs first. This are not appropriated for these 1. T ty has the right to extend said r period at its sole discretion.

7. FEES AND EXPENSES 7.1

The fees due Contractor in connection with a these Services, exclusive of taxes, are set forth in the Statement of Work. In the absence of a signed Change Notice setting forth the fees pertinent to a change, Contractor shall be paid on a time-and-materials basis, at the rates contained in Appendix H - Contractor Service Rates or mutually agreed fixed price.

7.2

As a fixed bid contract, the City shall pay Contractor on the following schedule:

7.3

City-SECS

7.2.1

Implementation Fees: 7.2.1.1 20% upon the City's Acceptance of the Implementation Plan. 7.2.1.2 20% upon the City's Acceptance of 50% completion of accepted plan. 7.2.1.3 20% upon the City's Acceptance of 75% completion of accepted plan. 7.2.1.4 20% upon the City's Acceptance of 95% completion of accepted plan. 7.2.1.5 20% upon completion of the Implementation Warranty in Section 5.2.6.

7.2.2

Fees for the Solution shall be paid per the attached payment schedule and prorated to the actual commencement of the Solution, by number of City staff, by activation date per pricing schedule (Appendix E).

Except as otherwise expressly provided in the relevant Statement of Work all invoices shall be due and payable within thirty (30) days of receipt by the City. Invoices shall be Contract - Final Draft 20091 002.doc

Page 13 of26

submitted to the City as specified in Section 8.2 below. Payment will be made in US dollars. 7.4

PURCHASE END USER ACCOUNTS. The City can only purchase End User Accounts on pre-paid annual basis.

7.5

END USER ACCOUNTS SERVICE TERMS 7.5.1

Initial Term: Prorated Terms. The initial ter End User Accounts" on a given Custo months beginning on the Service Com in the same agency organiz . Commencement Date will have a Executed Order and ending on the Term is determined by date of provisioning End U

for the first "Executed Order for omain Name will be twelve ent Date. End User Accounts rchased after the Service beginning on the date of the itial term. The beginning of d Order, and not by the

7.5.2

Cancellin Automatic Rene to an including the day prior to

7.5.3.

No Cancellations. Executed Orders by the City cannot be canceled. If the City terminates the Contract pursu PSC 10 in Appendix A, the City shall be entitled to receive a pro-rated r as defined in Section15.4.3. End ccounts cannot be transferred City to or from a non-City a ser Accounts can be transfe ,when a City employee tr different City departments, during the term of this Contract.

8. COMPENSATION A 8.1 COMPENSATION 8.1.1 The Project I obligation and not a fixed price, shall be the total monetary nt paya by City to Contractor for supporting all of the, tasks, subta eliverables, services and other work required under this Agreement, pro that nothing herein shall be deemed to preclude City from unilaterally creasing the Project Price in connection with any executed Change Notices under Section 4.6. All Deliverables completed by Contractor must be Accepted in writing by City. If City does not Accept a Deliverable in writing or Provisionally Accept such Deliverable, no payment shall be due to Contractor for that Deliverable or any associated Milestone. The Project Price, which includes all applicable taxes, transportation and other charges hereunder, authorized by City hereunder is a not to exceed amount of Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000). Except in accordance with a properly executed Change Notice, the Project Price shall not be adjusted for any costs or expenses whatsoever of Contractor. Except in accordance with a properly executed Change Notice, City shall have no other financial obligation to Contractor hereunder or arising herefrom. Notwithstanding anything to the contrary, the Project Price may not be increased (e.g., pursuant to one or more Change Notices) beyond the Contract Sum without authorization from the City Council, and any

City_SECS Contract - Final Draft Z0091 OOZ.doc

Page 14 of Z6

purported increase beyond the Contract Sum shall be deemed void and of no force or effect. As used herein, the term "Contract Sum" shall mean Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000).

8.2

8.1.2

Notwithstanding any provision of the 8.1.1, Contractor shall fully perform and complete all work required of Contractor in exchange for the amounts to be paid to Contractor as set forth in the Agreement for the fixed price implementation costs.

8.1.3

Advance Discount/Rebate. 8.1.3.1

Contractor will advance a renewal discount to the City in Year 1 in the amount of $250,000.00. This payment is an advance toward achieving the rebate requirements set in Appendix E.1.

8.1.3.2

In the event catalog the minimum 100 Contractor the payment is due. I second year, the adv the termination date.

.(piggyback) volumes are not achieved at er level in Year 1, the City will repay d renewal discount in full when a renewal ity, for an reason, does not renew for a d hall be repaid within 30 days of

INVOICE Contractor shall submit an invoice to ITA, in triplicate,

Payment of invoic Contract Numb and City of Lo submitted to th

all supporting documentation. II be subject to approval by C voices shall show the City or's State of California Sales Use Tax Permit Number, ess Tax Registration Certificate Number. Invoices shall be ss:

City of L Finance an 200 N. Main S Los Angeles, CA Contractor is required to submit

ices that conform to the City standards and include, at a minimum, the following informa on: 8.2.1

Name and address of Contractor

8.2.2

Name and address of (City's) department being billed

8.2.3

Date of the invoice and period covered

8.2.4

Reference to Contract number

8.2.5

Description of completed task, including category of performed work and amount due for the task

8.2.6

Payment terms, total due and due date

8.2.7

Certification by a duly authorized officer of Contractor

8.2.8

Discounts and terms (if applicable)

City-SECS Contract- Final Draft 20091002.doc

Page 15 0126

purported increase beyond the Contract Sum shall be deemed void and of no force or effect. As used herein, the term "Contract Sum" shall mean Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000).

8.1.2

Notwithstanding any provision of the 8.1.1, Contractor shall fully perform and complete all work required of Contractor in exchange for the amounts to be paid to Contractor as set forth in the Agreement for the fixed price implementation costs.

8.1.3

Advance Discount/Rebate.

8.1.3.1

Contractor will advance a ren the amount of $250,000.00. achieving the rebate requl

count to the City in Year 1 in ment is an advance toward t in Appendix E.1.

8.1.3.2

In the event catalog the minimum 100,. Contractor the a payment is due in renew for a second y' 30 ternlinati&~~atl~

mes are not achieved at he City will repay ull when a renewal on, does not be repaid within

8.2 . all supporting documentation. voices shall show the City Use Tax Permit Number, ate Number. Invoices shall be ,,',

ITA an trafives~rvi6 in Str~e1, Room 1400 . , CA 90b~2

8.2.1 8.2.2

dress of (City's) department being billed

8.2.3

Date of the invoice and period covered

8.2.4

Reference to Contract number

8.2.5

Description of completed amount due for the task

8.2.6

Payment terms, total due and due date

8.2.7

Certification by a duly authorized officer of Contractor

8.2.8

Discounts and terms (if applicable)

City_SECS


task, including category

of performed

work and

Page 15 of 26

8.2.9

Remittance Address (if different from Contractor address)

All invoices shall be submitted on Contractor's letterhead, contain the Contractor's official logo, or contain other unique and identifying information such as name and address of Contractor. Invoices shall be submitted within 30 days of service, or monthly. Invoices are considered complete when appropriate documentation or services provided are signed off as satisfactory by the City's Project Manager or his designee. Invoices and supporting documentation shall be prepared at the sole expense and responsibility of the Contractor. The City will not compensate the Contractor for any costs incurred for invoice preparation. The City may request, in writing, changes to the content and format of the invoice and supporting documentation at any time. The City reserves the right to request additional supporting documentation to substantiate costs at anytime. Failure to adhere to these policies may res pursuant to Charter Section 262(a) whi quantity, and conditions of services, la any office or department of the City, an Treasury.

onpayment or non-approval of demands, uires the Controller to inspect the quality, aterials, supplies or equipment received by ove dem ds before they are drawn on the

9. PARTIES TO THE CONTRACT AND REPRESEN

The following representative individuals and addresses sha and other correspondence between the parties shall be sent. 9.1

e as the place to which notices

Parties To The Contract The parties to this Contract are: 9.1.1

City: The City of Los Angeles, a municipal corporation, having its principal

office at 200 North Spring Street, Los Angeles, California 90012. ractor: Computer Sciences Corporation, a Nevada Corporation, through

and Local Solutions Division located at 7459A Candlewood Road, aryland 21076. 9.2

Con Contra

all matte submitting information as

the following person to represent Contractor with respect to is Contract. Said representative shall be responsible for ctive notices reports, invoices, and other documents or s Contract.

David ch Contracts Administrator Computer Sciences Corporation 7459A Candlewood Road Hanover, Maryland 21076 (410) 691-6624 -, Phone Number [email protected]

City-SECS

Contract - Final Oraft 20091002.doc

Page 16 of 26

9.3

City Representative The City hereby appoints the following person, or his designated represent the City in all matters pertaining to this Contract.

representative,

to

Kevin K Crawford Assistant General Manager 200 North Main Street, Room 1400 Los Angeles, CA 90012 (213) 978-3311, Phone number (213) 978-3310, Facsimile Number [email protected] 9.4

City's Project Manager The City hereby appoints the following person t Emilia Yanez Information Systems Manager 200 North Main Street Room 1400 Los Angeles, CA 90012 (213) 922-8379, P. e number (213) 978-3310, F . . Number Emilia. Yanez@laci Formal notices, demands and co Representative with copies to the C Formal notices, demands and commun made in writing and may be effected by postage repaid, return receipt requested date

m Contractor shall be given to the City r. require , reunder by either party shall be al delivery or by registered or certified mail, shall be deemed cornmunicated as of the

. on designated to receive the notices, demands or cornmunications rson is changed, written notice shall be given, in accordance with orking days of said change.

10. CONFIDEN

IETARY RIGHTS

10.1 City's Data City's informatio , . erivatives thereof, contained in any Contractor repository (the "City Data," which also be known and treated by Contractor as Confidential Information) shall be and remain the sole and exclusive property of the City. The City shall be entitled to an export of City Data without charge, upon the request of the City. Contractor is provided a license to City Data hereunder for the sole and exclusive purpose of providing Services, including a limited non-exclusive, non-transferable license to store, record, transmit, and display City Data only to the extent necessary in the provisioning of the Services. Except for approved subcontractors, Contractor is prohibited from disclosing City Data to any third party without specific written approval from the City.

City-SECS


Page 17 0126

10.2 Non Disclosure The use and disclosure of such information is governed by the NON-DISCLOSURE AGREEMENTcontainedin Appendix L 10.3

No License Nothing in this Contract shall be construedto grant either party any ownership or other interest, in City Data, or Confidential Information,except as may be provided under a license specificallyapplicableto such ConfidentialInformation.

10A

Assignmentof Warrantiesand Licenses For any optional products and services procured City from Contractor pursuant to Section 4, Contractor shall, for the protecti City, demand from all vendors and suppliers guarantees with respect to su and services, which shall be made available to the City to the fullest exten law and the terms thereof. Contractor shall render all reasonable assistance to City for the purpose of enforcing same, provided that such costs shall be reimbu to Contractor by the City if the ChangeOrder Proposalis based on a cost reimburs ricing approach.

11. INFORMATIONSECURITY Contractor acknowledgesthat Cit Information Security Program, as assets, such informationassets as furt Program (collectively, the "Protected access to the ProtectedData, Contractor

emented an informationsecurity program (the City be amended) to protect City's information classified in the City InformationSecurity ntractor or its subcontractors have agreesto the following.

11.1

Undertakingby Contractor. Without ontra obligation of confidentialityas further described herein, Contract all be responsible for establishing and maintainingan information security pro that is designed to: (i) ensure the security an . lity of the Protected Data; rotect against any anticipated threats or security or integrity of Protected Data; (iii) protect against to or use of the Protected Data; (iv) ensure the proper disposal of ) ensurethat all subcontractorsof Contractor, if any, complywith all

11.2

Right ity shall have the right to review Contractor's information security e commencementof Services and from time to time during the term of uring the performanceof the Services, on an ongoing basis from time to ti .reasonablenotice, City, at its own expense, shall be entitled to perform, or to erformed, an on-site audit of Contractor's information security program. In lieu of on-site audit, upon Contractor option, Contractor shall complete, within forty-five (45 days) of receipt, an audit questionnaire provided by City regarding Contractor's informationsecurity program.

11.3

Audit by Contractor. No more than annually, Contractor, at its own expense, shall conduct a SAS-70 or equivalent audit of Google's information security program and providesuch audit findings to City upon formal written request.

11A

Audit Findings. Contractor shall implement any required safeguards as identified by City or informationsecurity programaudits.

City-SECS Contract- Final Draft 20091002.doc

Page 18 0126

12. DEFINITIONS 12.1

"Acceptance" (and the various tenses of the word); shall mean the City's approval of any Deliverables or Services provided by Contractor to the City.

12.2

"Acceptance Test" shall mean the conduct of the series of tests and protocols specified in the Statement of Work (Appendix B) for a particular Deliverable (Appendix C) or a test by mutual agreement. The successful completion of which the Acceptance Test will signify the successful delivery of such Deliverable.

12.3

"Affiliate" means a governmental California.

12.4

"Business Day": Shall mean a day in which genera conducted, but shall not include any day in whi City are closed. All other references to "days" r

12.5

"Change Notice": Shall mean a modification i Services or Deliverables that is duly adopted by the Change Management Process.

12.6

"Change Management Process": Shall mean the provisions rela modification or amendment of the Statement of Work or the Speci the Statement of Work (Appendix B).

12.7

"City": Shall mean the City of Los Angeles, each and every subdivision or unit thereof constituted now and in the future (including territories within Los Angeles County, California not currently serviced by the City of Los Angeles and other entities with whom the City of Los s contracts to provide services to the City's constituents), and each and eve ceeding in the future to the responsibility of the City of Los Angeles (in r entities described in this definition) to provide services to the City's co

12.8

In connection WI hereunder, a "Cove secret issued, honor America or any state wit

12.9

"Confidential Information" fo ity shall mean all City data of any form (including but limited to: email, calendar, co t management, attachments, recordings (video or audio), transcripts, files, APls, set /configuration information, plans, or designs).

12.10

"Contractor Tools" shall mean any and all of Contractor's proprietary materials, information and know-how, used by Contractor in the conduct of its business, including, by way of illustration but not limitation, technical information, plans, designs, templates, processes, methodologies, procedures, reusable software (such as source code, object code, routines and libraries that are commonly used in connection with, and are generic to the development of, a typical computer program) and generic software features (such as text, graphics, menus, icons and other, commonly-used elements that are generic to computer programs), together with improvements and modifications thereof.

City_SECS


.

written

entity incorporated and recognized under the laws of ess operations of the City are general business offices of the endar days. of the Statement of Work, in accordance with the

J that is furnished or delivered by Contractor

or City ht" shall mean (a) a copyright, trademark or trade ble under the laws of the United States of s of America, or (b) a United States.

Page 19 0126

12.11

"Deliverable" shall mean a tangible work product developed for and delivered to City, as set forth in the relevant Statement of Work (Appendix B). By way of example, a Deliverable may consist of a plan, a report, a design, or a software module. 12.11.1

In the case of items to be delivered in tangible form, upon the transfer of possession of the item to the control of the respective City personnel designated to receive such possession at the designated time and place, or if no place is designated at such person's office.

12.11.2

In the case of items to be delivered by electronic transmission, upon the successful completion of such transmission to the designated City computer and verification of the accuracy of such transmission.

12.11.3

In the case of items for which payment is conditioned upon the completion of an Acceptance Test, then, upon the certification by the designated agent or employee of the City that such Acceptance Test has been completed to the satisfaction of such agent. ontractor disagrees with the City's determination of whether ptance Test has been completed, it may submit the matter to dispu lation pursuant to Appendix G.

12.11.4

In all other cases, upon the c· .. etion of Deliverable in all material resp s Appendix to the Contract

. Services encompassed by such rth in the applicable schedule or

12.12

"Executed Order for End User Accounts" shall be of a named user in the Solution.

12.13

"Free-Busy" shall Calendar tool, may be disal

12.14

"Full and Fin Appendices B,

12.15

Pricing Schedule": Appendix E.

12.16

"Project" shall mean the se tangible Deliverables, as set Services stipulated under the te

12.17

"Project Completion": Shall mean the completion of all Project Phase Completions and all Deliverables and Services under the Statement of Work and the successful completion of all Acceptance Tests for all Deliverables and Services.

12.18

"Project Control Document": Shall mean a mutually agreed to change in writing to this Contract or its appendices. The Project Control Document shall be signed by the City's Contract Owner and Contractor's Principle Contract Administrator and may require approval by City Council. The signature authority may be delegated, but such delegation constitutes a Project Control Document.

12.19

"Project Plan": Shall mean the Project Plan to be developed by the Parties pursuant to the Statement of Work outlining the schedule for performing the Services and Deliverables under the Contract.

12.20

"Protected Data" shall mean any "Confidential information contained therein.

City_SECS

Contract-

ident with the provision (creation)

n the capability to view and sch availability of selected person onnel.


shall mean the acceptance Notices.

City personnel through the . Note this ability to do so of all tests agreed to in

hedule of prices and payments

attached

as

to be rendered to City, and the related intangible and in a Statement of work; including without limitation all f this agreement.

Data" that has significant

security

Page 20 of 26

12.21

"Severity Level": Shall mean a particular level identified in the table immediately below as determined by the type of Service Interruption. Severit 1 - Critical

2 - Serious

3 - Moderate 4 - Minor

Definition A problem with Contractor supported Service causing critical impact to the City's business operation. No workaround is immediately available and work using the Solution cannot continue. A problem with Contractor supported Service causing significant impact to the City's business operation. A workaround is available but is unacce table on a Ion -term basis. A problem with Contractor supported Service that impairs some functionalit , but a ractical workaround exists. A problem that does not affect any functionality of the Solution or a request for Services en e::::-:.m::e:.:.:n",tsoc· ..J

12.22

"Services": Shall mean and includ ervices Contractor pursuant to the Contrac including without limitation, service management, consultation, "Support Func! Third Party Products, whether under the initial

to be performed or provided by edules and Appendices hereto, aintenance, testing, project "Solution", and provisioning of nt of Work or any Change Notice.

12.23

"Solution": Shall mean the Value Added Resale Premier Edition, LDAP Synch, and SSO pursuant to and Appendices

12.24

"statement c to a specific Deliverables, criteri licable P mo

of Archive to Go, Google Apps Contract and the Schedules

ean an Appendix to this Contract that defines, with respect ore of the following elements: the scope of the Project, of City, responsibilities of Contractor, the Acceptance , the fees and payment schedule pertinent to the rms of this Contract as they apply to the Project.

12.25

et of requirements and specifications for the ce with e Contract and which shall also include the Band J.

12.26

"Supp other th hereto, in consultation, Statement of W

12.27

"Third Party Produ ": Shall mean any computer program supplied to the City by an Entity other than Contractor, which is required for the operation of the Service and listed in the Statement of Work and/or the License Contract.

13. AGREEMENT

mea rvices to be performed or provided by Contractor, rsuant to the Contract and any Schedules and Appendices installation, maintenance, testing, project management, ning of Third Party Products, whether under the initial hange Notice.

MODIFICATIONS,

CHANGES OR AMENDMENTS

Pursuant to PSC-5 of Appendix A, this Contract plus the attached Appendices constitutes the entire contract between the City and Contractor and may be amended by further written agreement.

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Page 21 of 26

14. INCORPORATION OF STANDARD PROVISIONS/ORDER OF PRECEDENCE In the event of an inconsistency between any of the provisions of this Contract and/or any appendix attached hereto, the inconsistency shall be resolved by giving precedence in the following order: 14.1

The provisions of this Contract

14.2

Appendix A

14.3

Appendix B through Appendix J

15. Additional Terms not included in Appendix A 15.1 LIMITATION OF LIABILITY 15.1.1 NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR PENALTIES OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST OR DAMAGED DATA, FAILURE TO ACHIEVE COST SAVINGS, LOSS OF USE FACILITY OR EQUIPMENT, OR THE FAILURE OR INCREASED E OF OPERATIONS, REGARDLESS OF WHETHER ANY SUCH LOS MAGES ARE CHARACTERIZED AS ARISING FROM STRICT R OTHERWISE, EVEN IF A PARTY IS ADVISED OF THE F SUCH LOSSES OR DAMAGES, OR IF SUCH LOSSES 0 FORESEEABLE. 15.1.2 Except as otherwise r Standard Provisions of Cit and Section 15.5 of this Co ceed:

under mnification in Appendix A onal Service Contracts (rev. 03/09), PSC-21 t, Contractor's liability to the City shall not

irst 12 months from the Effective Date: $2,100,000 4 months from the Effective Date: $1,400,000 ($3,500,000 total) months from the Effective Date: $1,400,000 ($4,900,000 total) onths from the Effective Date: $1,400,000 ($6,300,000 total) onths from the Effective Date: $1,400,000 ($7,700,000 total) 15.1.3

shall not limit: (a) liability for breach of any confidentiality obli liability for infringement of the other party's intellectual prop ts, (c) Contractor's liability for personal injury or death or for damage to real property or tangible personal property caused by the negligence or willful misconduct of Contractor or its employees. (d) payment obligations arising under Article 15.2 of this Agreement in connection with the hiring of an employee of the other party, or (e) liability for payment of interest added by a court of law or an arbitration panel to a judgment entered in any action or proceeding under this Agreement.

15.2 EMPLOYEE HIRING City-SECS


Page 22 of 26

For purposes of this Section, "to hire" shall mean to hire as an employee and/or otherwise to engage or retain as an independent contractor or consultant. Contractor and City acknowledge and agree that each of them has invested substantial time and expense in recruiting, hiring, training and retaining employees. If either Contractor or City hires an employee of the other, as a result of the exposure of such employee to Contractor or City in the course of activities hereunder, the hiring party will receive significant additional value under this Agreement, at the expense of the other party. Accordingly, if either Contractor or City, at any time during the Term and within one hundred eighty (180) days thereafter, hires any person who has been involved in rendering or receiving services hereunder as an emp e of the other party, the hiring party shall pay to the other party a fee, equal to ndred percent (100%) of the annualized gross compensation, reportable on W-2 to the Internal Revenue Service, that was most recently earned by s as an employee of the other party. The provisions of this Section 41 shall hiring of any person who: (a) has not been involved in rendering or recei Contractor or City, under this Agreement; or (b) has not been an employee of the other party for one hu more days. This Section sets forth the e which a party hires a present agree that a fee calculated in ac

eighty (180) or

edy of Contractor and City in each instance in loyee of the other. The parties expressly . is Section is reasonable and adequate

15.3 GOOGLE APPS PREMIER E 15.3.1 Click Through Terms 0 Premier Edition will prese contained in Appendix J) u inistrator for each domai . g the Service.

The Team CSC provided Google Apps Google Terms Of Service (TOS) first log in to the Service. The IT ust accept the Google TOS on-line prior

n of the Services. The City understands that the Google Apps . ion are standard hosted services provided by CSC/Google, gle may make commercially reasonable modifications to the articular components of the Services, from time to time, at no t to the City. 15.4 TERMINATI 15.4.1 Termination for Breach. For Appendix A PSC 10.b, Termination for Breach of Contract, if section is utilized Contractor shall have a commercially reasonable cure period. 15.4.2 Termination for Funding. This Contract shall be subject to termination by the City if funds are not appropriated for these services in the ensuing fiscal year commencing July 1.

City_SECS


Page 23 of 26

15.4.3 Termination for Convenience and Associated Payments. After the "Implementation Warranty" and upon providing Contractor, at least, thirty (30) days written notice, the City may terminate for convenience pursuant to PSC 10 in Appendix A. If terminating pursuant to PSC 10 in Appendix A, the Contractor shall refund to the City the balance of the total annual service fees for the End User Accounts purchased by the City for LA City users, on a pro-rated basis for the unused portion of the pre-paid subscription fees from the date the City data is fully migrated off of the system. In such event, Contractor shall be entitled to receive payment for r nable costs and fees it incurs in respect to the termination and any d costs incurred prior to the termination date. 15.5 INDEMNIFICATION This clause replaces and supersedes PSC 20 from Appendi 15.5.1 Except for the active negligence or willful misconduct of C Officers, Agents, Employees, Assigns and Successors in I undertakes and agrees to . d, indemnify and hold harmless Ci nd any of its Boards, Officers, Agents, Assigns and Successors in Interest from and against all suits and causes 0 . s, losses, demands and expenses, including but not limited to, attorney's fee itigation, damage or liability of any nature whatsoever, for or injury 'ncluding Contractor employees and agents, or da uction 0 personal property of either party hereto or of ing in a", of the negligent acts, error or ornissions or ct inci ance of this Contract by the Contractor or it r of any ti 15.5.2 In addition, agrees to defend, indemnify and hold harmless City and an rcers, Agents, Employees, Assigns and Successors in Interest fro against all third party suits and causes of action, claims, losses, demands and expens . cluding but not limited to, attorney's fees and costs of litigation, damage or liability of ature whatsoever, that Contractor or Subcontractor has breached its obligations to under Section 10 (Confidentiality and Proprietary Rights) only with respect to the disclosure of such End User's information and to the extent such disclosure is the result of actions predominantly attributable to (as agreed to by the parties, said agreement not to be unreasonably withheld) Contractor or its Subcontractor of any tier. 15.5.3 Furthermore, except for the active negligence or willful misconduct of City, or any of its Boards, Officers, Agents, Employees, Assigns and Successors in Interest, Contractor undertakes and agrees to defend, indemnify and hold harmless City and any of its Boards, Officers, Agents, Employees, Assigns and Successors in Interest from and against all third party suits and causes of action, claims, losses, demands and expenses, including but not limited to, attorney's fees and cost of litigation, damage or liability of any nature whatsoever, for lost City Data; provided however that for the City of Los Angeles, California only (1) during the Implementation Warranty period ( as defined in Section 5.2.6), such liability is unlimited to the extent of

City-SECS


Page 24 of 26

the initial City of Los Angeles, California order and (2) following the Implementation Warranty period (as defined in Section 5.2.6) through the remainder of the Term, Contractor or its Subcontractor of any tier, may NOT be held liable under this Section 15.5.3 for more than $7,700,000. 15.5.4 The provisions of this Section 15.5 survive expiration or termination of this Contract. 16. INCORPORATION OF APPENDICES The following appendices are hereby incorporated into and made a part of this agreement wherever referred to as though set forth at length, except where certain portions of specific appendices have been deleted or superseded by other sections of this Agreement: endixA endix B endix C endix D endix E endix F endix G endix H endix I endix J

City_SECS


Page 25 of 26

IN WITNESS THEREOF, the parties hereto have caused this instrument to be signed by their respective duly authorized officers:

CITY OF LOS ANGELES

APPROVED AS TO FORM: Carmen A. Trutanich, City Attorney

By: -=-:----:-:-:--:---;-Edward M. Jordan Assistant City Attorney

_

Date:

Kevin K Crawford Assistant General Manager Information Technology Agency _

ATTEST: June Lagmay City Clerk By:

Date:

_

Computer Sciences Corporation.

_

Date:

_

Title

Date

Signature

Printed Name

Title

Date BTRC No.:

City-SECS


_

Page 26 of 26

August XX, 2009

I FINAL

DRAFT Table of Contents

Appendix A - City Standard Provisions Appendix B - Statement of Work B.1 Activity 1 - Initial Implementation 8.2 Activity 2 - Follow-on Services 8.3 SaaS Services B.4 Description of Solutions Appendix C - Deliverable Definition Appendix D - Project Schedule and Plan Appendix E - Pricing Schedule and catalog Appendix E.1 --,City and County of LA Pricing Schedule Appendix E.2 - Catalog and Catalog Pricing Appendix E.3 - T&M Rates Appendix E.4 - Catalog Prices for the State of California (CA) and CA Public Agencies Appendix F - Service Level Agreement F.1

esc Service

Level Agreement

. F.2 Google Service Level Agreement Appendix G - List of Key Personnel Appendix H - Contractor Service Rates Appendix I - Non-Disclosure Agreement Appendix J -Google

Services Agreement

Appendix J.1 - Google Services Agreement - City Appendix J.2 - Google Services Agreement - Non-City

LA SECS Contract Documents - FINAL DRAFT City_SECS Contract - Appendices - FINAL DRAFT

Page 1

August XX, 2009

Appendix A City Standard Provisions


Page 2

August XX, 2009

STANDARD PROVISrONS FOR CITY CONTRACTS TABLE OF CONTENTS

PSC-1

CONSTRUCTION OF PROVISIONS.AND mLES

HEREIN

1

PSC-2

NUMBER OF ORIGINALS

PSC-S

APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT

1

PSC-4

TIME OF EFFECTIVENES.S ;

2

PSC-Ii

INTEGRATED CONTRA.CT

2

PSC-6

Al\IIENDMENT

·PSC-7

EXCUSABLE DELAYS

PSC-S

BREACH

PSC-9

WAlVER

PSC-if)

TERMINATION

PSC-11

INDEPENDENT·CONTRACTOR

;•.4

PSC-12

CONTRACTOR'S.PERSONNEL

4

PSC-iS

PROHIBITION AGAINST ASSIGNMENT OR DELEGATION

s

PSC-14

PERMITS

5

PSC·iS

CLAIMS FOR LABOR AND MATERIALS

PSC~16

CURRENT LOS ANGELES CITY BUSINESS, TAX REGISTRATION CERTIFICATE REQUIRED ;

5

PSC-17

RETENTlQN OF RECORDS. AUDIT AND REPORTS

I)

PSC-i a

FALSE CLAIMS ACT

6

PSC-19

BONDS

6;

PSC-2G

INDEMNIF[CATION

6

PSC-21

INTELLECTUAL PROPERTY INDEMNIFfCATION

6;

.-

1

.-

,

2 _

~

2

2

"""

_ ;

3 3

, ,

5

STANDARD PROVIS!ONS FOR CITY CONTRACTS, (Rev. 3/0!f)

LA SEeS Contract

Documents

- FINAL

DRAFT

City_SECS Contract - Appendices - FINAL DRAFT

Page 3

August XX, 2009

TABLE OF CONTENTS (Cl>ntinued)

PSC-22

INTELLECTUAL PROPERTY WARRANTY

PSC.23

OWNERSHIP AND LlCENSE ..•••...•••.••..•.••.••.•...•••••••.. _

PSC·24

INSUAANCE

PSC-25

DISCOUNT TERMS

_

7

7

_

__

3 _

_

;••."

PSC-:!!> WARRANTY AND RESPONSIBILITY OF CONTRACTOR PSC-27

NON-DlSCRlMINATION

P5C-28

EQUAL EMPLOYMENT PRACTICES

S 8

_ ,

8 9'

PSC~2S AFFIRMATIVE ACTION PROGRAM

11

PSC-30

CHILD SUPPORT ASSIGNMENT ORDERS

15

PSC-31

LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE _

16

PSC-32

AMERICANS WITH DISABILITiES ACT

17

PS~33

CONTRACTOR RESPONSIBILITY ORDINANCE

18

PSC-34

MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISE . OUTREACH PROGRJ!I.M " ,

18

PSC-35

EQUAL BENEFITS ORDINANCE

18

PSC 36

SLAVERY DISCLOSURE ORDINANCE

19

_

EXHIBIT 1 • INSURANCE CONTR'ACTUAIL REQUIREMENT!L

STANDARD PROVISIONS FOR CITY CONTRACTS (Rev.3!1J91

20

Ii


Page 4

August XX, 2009

STANDARD PROVISION'S FOR CITY CONTRACTS PSC-1.

CONSTRUCTION

Of' PROVISIONS

AND TITLES HEREIN

Al! titles, subllUes, or headings in this Contract have been inserted for convenience, and shall: not be deemed to affect the meaning or construction of any of the terms or .provisions hereof. The language of this Contract shall be construed according to ils fair meaning and not strictly for or against the CITY or CONTRACTOR The word "CONTRACTOR" herein in this Contract includes the party or parties identified in the Contract, The singular shall include the plural; if there is more than one CONTRACTOR herein, unless expressly stated otherwise" their oblfgafiOfls and liabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter genders shall be deemed to' include the genders not used. PSC-2.

NUMBER OF ORIGINALS·

The number of original texis of this Contract shall be equal to the number of the parties hereto, one text being retained by each party.. At the CITY'S option, one or more additional original texts of this Contract may also be retained by the City. PSC-3.

APPUCABlE

tAW,

INTERPRETATION

AND ENFORCEMENT

Each party's performance hereunder shall comply with all appficable laws of the Un,ited States of America, the State of Califomia, and the CITY, including but not limited to, laws regarding health and safety, labor and employment, wage and boors and licensing laws which affect employees. This Contract shaU be enforced and interpreted under the laws of the state of California without regard to conflict of law principles. CONTRACTOR shall comply with new, amended, Of revised laws, regulations, and/or procedu res that apply to the performance of this Contract . In any action arising out of this Contract, CONTRACTOR consents to personal jurisdiction, and agrees to bring aU such actions, exclusively in state or tederal courts located in Los Angeles County, CaHfornia.

If any part, term or provision of this Contract is held void, megal, unenforceable, Of in conflict with any law of a federal, state Of local government having jurisdiction over this Contract, the validity of the remaining parts, terms or provisions of the COntract shall not be affected thereby.

STANDARD PROVISIONS

FOR CITY CONTRACTS (Rev. 3109!

1

LA SECS Contract Documents - FINAL DRAFT City-SECS

Contract - Appendices - FINAL DRAFT

Page 5

August XX, 2009

PSC4.

TIME OF EFFECTIVENESS

Unless otherwise provided, this Contract shall take effect wlren aU of tire following' events have occurred: A.

This Contrad has been signed on behalf of CONTRACTOR by the person or persons authorized 10 bind CONTRACTOR hereto; .

B.

This Contract has been approved by the City Councilor officer or employee authorized to give such approval;

C.

The Office of the City Attorney has indicated in wming its approval of this Contract as to form; and

D.

This Contract has been signed on behalf of the CIT( by the person designated by Ihe City Council, or by the board, officer or employee authorized to enter into fuis Contract.

PSG-5.

by the board,

INTEGRATED CONTRACT

This Contract sets forth all of the rights and duties of Ih.e parties with respect to fue subject matter hereof, and replaces any and al! previous Contracts or understandings, whether written or oral, ,elating thereto. This Coolrad may be amended only as provided for in paragraph PSG-6 hereof.

PSO-G.

AMENDMENT

An amendments

to this Contract shall be in writing and signed and approved pursuant the provisions of PSCc4.

PSC-7.

to

EXCUSABLE DELAYS

In the event that performance on the part of any party hereto IS. delayed Of suspended as a result of circumstances beyond the reasonable control and without the fautt and negligence of said party, none of the parties shall incur any lIaonily to the other parties as a result of such delay Of suspension. Circumstances deemed to be beyond the control of the parties hereunder inducte, but are not limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or local Government in either sovereign Of contracfual capacity; fires; floods; earthquakes; epidemics; quarantine restrictions; strikes; frelght embargoes Of delays in transportation, to th.e extent that they are net caused by the party's wfilful or negligent acts or omissions, and to the extent that they are beyond the party's reasonable control.

PSC-8.

BREACH

Except for excusable delays. as described in PSC-7, if any party fails 10 perform, in whole or in part, any promise, covenant, Of agreement set forlh herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all ~lghls STANDARD PROVISIONS

FOR CITY CONTRACTS (Rev. 3f09}

2


Page 6

August XX, 2009

and remedies, at law or equity, in the courts of law. Said fights and remedies are cumulative of those provided for herein except that in no event shalf' any party recover more than once, suffer a penalty orforfeiture, or be unjustly compensated. PSC-9.

WAIVER

A waiver of a default of any part; term or provision of this Centract sha!! not be construed as a waiver of any succeeding default or as a waiver of the part, term or provtsion itself. A party's performance after the other party's default shall not be construed as a waiver of that default. PSC-ilL

A.

TERMINATION TERMINATION fOR CONVENIENCE

The CITY may terminate this Contract for the CITY'S convenience at any time by giving CONTRACTOR thirty days written notice thereof. Upon receipt of said notice, CONTRACTOR shalt immediately take action not to incur any additional obligalions, cost or expenses, except as may be reasonably necessary fa terminate its actMties .. The CITY shall pay CONTRACTOR its reasonable and allowable costs through the effective date of terminatidn and those reasonable and necessary costs incurred by CONTRACTOR to affect such termination. Thereafter, CONTRACTOR shall have no further claims against the CITY under this Contract. All finished and unfinished documents and materials procured for or produced under this Contract, iocfuding ali intellectual property rights thereto, shalf become CITY property upon the date of su;ch termination. CONTRACTOR agrees to- execute any documents necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein. B.

TERM!NATION FOR BREACH OF CONTRACT

1.

2

Except fur excusable delays as provided in PEC-7, if CONTRACTOR fails to perform any of the provisions of this Contract or so fails to make progress as to endanger timely performance of this Contract, Ihe CITY may give CONTRACTOR wrilten notice of such default. If CONTRACTOR does not cure such default or provide a plan to cure such default which is acceptable to the mTY within fhe time permitted by the CITY,. then the CITY may temnnate this Contract due to CONTRACTOR'S breach of this Contract. . If a federal or state proceeding fur relief of debtors is undertaken by against CONTRACTOR, or if CONTRACTOR makes an assignment fur the benefit of creditors, then the CITY may immediately terminate this Contract.

Of

3.

If CONTRACTOR engages in any dishonest conduct related to the performance or administration of this Contract or violates the

STANDARD PROVISIONS FOR CITY CdNTRACTS (Rev. 31091

LA SECS Contract Documents - FINAL DRAFT City_SEeS Contract - Appendices - FINAL DRAFT

Page?

August XX, 2009

CITY'S lobbying policies, then the this Contract

?SC~11.

CITY may immediately terminate

4.

In the event the CITY terminates this Contract as provided in this section" the CITY may procure, upon such teams and in such manner as the CITY may deem appropriate, services similar in scope and level of effort 10 these so terminated, and CONTRACTOR shall be liable 10 the CITY for a1l of its costs and damages, including, but not limited, any excess costs for such services.

5.

M finished or unfinished documents and materials produced Of procured under this Contract, induding all inteHectuai property rights thereto, shall become CITY property upon date of such termination. CONTRACTOR agrees to execute any documents necessary for the CITY" to perfect, memorialize, or record the CITY'S ownership of rights provided herein.

6,

If, after notice of termination of this Contract under the provisions of this section, it is determined for any reason that CONTRACTOR was not in default under the provisions of this section, or that the default was excusable under the terms of this Oontract, me rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to PS0-10(A) Termination for Convenience.

7.

The rigtlts and remedies of the CITY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by raw or under this Contract

INDEPENDENT CONTRACTOR

CONTRACTOR is acting hereunder as an independent contractor and not as an agent or employee of the CITY. CONTRACTOR shall not represent or otherwise hold out itself or any of' Its directors, officers, partners, employees, or; agents to, be an agent or employee of the CITY. ?SC-12.

CONTRACTOR'S PERSONNEL

Unless othelW~seprovided or approved by the CITY, CONTRACTOR shaU use its own employees to perform the services described in Ihis Contract. The CITY shalli have the right to review and approve any personnel who are assigned to work under this Contract CONTRACTOR agrees to remove personnel from peIToamingWOIk under this Contract if requested to do so by-the CITY. CONTRACTOR shall not use subcontractors to assist in performance of this Contract without the prior written approval of the CITY. If the CITY permits the use of subcontractors, CONTRACTOR shall remain responsible for performing all aspects of STANDARD PROVISIONS FOR CITY CONTRACTS, (Rev. 31091

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this Contraet, The CITY has the right to approve CONrrRACTOR'S subcontractors, and the CITY reserves the right to request replacement of subcontractors. The CITY does not have any obligation to pay CONTRACTOR'S subcontractors, and nothing herein creates any privily between the CITY and the subcontractors.

PSC-13.

PROHIBITION AGAINSrr ASSIGNMENT OR DELE.GATION

CONTRAcrrOR may riot, unless it has first obtained. the written permission of the CITY: A.

Assign or otherwise alienate any of its rights under this Contract, induding the right 10 payment; or

R

Delegate, sebcontract, or otherwise transfer any of its duties under this Contract .

PSC-14.

PERMITS

CONTRACTOR and its· directors, Officers, partners, agents, employees, and subcontractors, in the extent allowed hereunder, shall obtain and maintain all licenses, permits, cerlifications and other documents necessary for CONTRACTOR'S performance hereunder and shall pay any fees required therefor. CONTRACTOR certifies to immediately notify the CITY of any suspension, termination, lapses, non" renewals, or restrictions of licenses, permits, certificates, or other documents. PSC-iS.

CLAIMS FOR LABOR AND MATERIALS

CONTRACTOR shan promptly pay when due all amounts payable for labor and materials furnished in the performance oHllis Contract so as,to prevent any lien or other claim under any provision of law from arising against any CITY property (induding reports, . documents, and other tangible or intang:ible matter produced by CONTRACTOR hereunder)~ against CONTRACTOR'S rights to payments hereunder, or against the CITY, and shan pay all amounts due under the Unemployment Insurance Act with respect to such labor.

PSC-16.

CURRENT lOS ANGELES CITY BUSlNESS TAX REGfSTRATI.ON· CERTifICATE REQUIRED

If applicable, CONTRACTOR represents that. it has obtained and presently holds the Business Tax Registration Certificate{s) required by the CITY'S Business Tax Ordinance, Section 21.00 et seq. of the Los Angeles Municipal: Code. For the term covered by this Contract, CONTRACTOR shall maintain, or obtain as necessary, all such, Certificates required of it under the Business Tax Ordinance, and shall not allow any such Certificate to be revoked or suspended.

PSC-H.

RETENTION Qf RECORDS. AUDIT AND REPORTS

CONTRACTOR shall maintain all records, induding records of financial transactions, to the performance of this Contract, in their original form, in accordance with

pertaining

STANDARIJ

PROVISIONS

FOR CITY CONTRACTS. (R\lv. 31!l9!

5


Page 9

August XX, 2009

requirements prescribed b'f the CITY.. These records shall be retained tor a period of no less than three years following final payment made by the CITY hereunder or the expiration date of this Contract, whichever occurs las!. Said records shall be subject to examination and audit by authorized CITY personnel or by the CITY'S representative at afrf time durtng the term of this Contract or within the three years fo~lowing final payment made b'f the CITY hereunder or the expiration date of this connsct, whichever occurs last, CONTRACTOR shall provide any reports requested b'f IheCITY regarding performance of this Contract. Any subcontract entered into by CONTRACTOR,. to the extent allowed hereunder, shOll! indude a like provision for work to be performed under this Contract. PSC-iS.

FAI...SEClAIMS ACT

CONTRACTOR acknowledges that it is aware of fiabllirres resurting from submii:ling a false ctaim fur payment by the CITY under the False Claims Act (CaL Gov. Code §§ 12650 at seo.), induding treble damages, costs of legat actions to recover payments, and civil penalties of up to $10,000 per false claim. PSC-19.

BONOS

All: bonds which may be required hereunder shall conform to CITY requirements estabiished by Charter, ordinance or policy, and shall be filed with the Office of the City Administrative Officer, Risk Il'Ianagement for its review and acceptance in accordance with Sections 11.47 through 11.56 of the Los Angeles Administrative COde. PSC-2O'. INDEMNIFICATION Except for 1i!1e active negligence or willful misconduct of the CITY, or any of its Boards, Officers, Agents, Employees, Assi,gns and Successors in Interest, CONTRACTOR undertakes and agrees to defend, indemnify and hold harmless,the CITY and any of its Boards, Officers, Agents, Employees, Assigns, and SUccessors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in house and outside counsel) and cos! of litigation (including all adual litigation costs incurred by the ClflY, including but not limited to, costs of experts and consultants), damages or Iiab~ity of any nature whatsoever, for death or injury to any person, including CONTRACTOR'S employees and agents, Of damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of the negligent acts, errors, omissions or willful misconduct incident to the performance of this Coniract by CONTRACTOR or its subcontractors of any tier. Rights and remedies available to the CITY under this provision are cumUlative of those provided for elsewhere if! this Contract and those allowed under the laws of the United Slates, the State of California, and the CfTY. The provisions of PSC-20 shall survive expiration or termination of this Contract. PSC-21,

INTELLECTUAL PROPERTY INDEMNIFlCATION

CONTRACTOR, at its own expense, undertakes and agrees to- defend, indemnify, and hold harmless the CITY~ and any of its Boards, Officers, Agents, Employees, Assigns, STANflARO PROVISIONS FOR CONTRACTS (Rev_ :;109)

crrv

6

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and Successors in Interest from and against all suits and causes of action, claims, klsses demands and expenses,!ncluding, bui not limited to, attorney's fees (both in house ami outside counsel) and cost of litigation (induding all actual litigation costs incurred by fhe CITY, induding but not limited to, costs of experts and consultants), damages or fiabifity of any nature Whatsoever arlsing out of the inllingement, actuai or alleged, direct or contributory, of any intellectual properly rights, including, without limitation, patent, copyright, trademark, trade secret, right of pubHcity and proprietary fnformation right {1'j on or in any design, medium, matter, article, process, method, application, equipment, device, instrumentation, software, hardware, or firmware used by CONTRACTOR, or its subcontractors of any tier, in performing the work under this Contract; or (2) as a result of the CITY'S acllla! or intended use of any Work Procluct fumisfued by CONTRACTOR, or its subcontractors of any fier, under the Agreement. Rights and remedies available to the CITY under this provision are cumulative of those . provided for elsewhere in this Contract and those allowed under the laws of the United States, the state of California, and the CITY. The proviSions of PSC-21 s1l1allsurvive expiration Of termination of this COntract 7

PSC-22.

INTELLECTUAL PROPERTY WARRANTY

CONTRACTOR represents and warrants that its performance of all obligations under lhis Contract does not infringe in any way, directly or cootlibutorHy, upon. any lliird party's intellectual properly rights, including, without limitation, patents, copyrights, irademarks, trade secrets, right of publicity and proprietary information. PSC-23.

OWNERSHIP AND UCEi!4SE

Unless olhe!Wise provided for herein, an Work. Products originated and prepared by CO-NTRACTOR or its subcontractors of any tier under this Contract shall be and remain. the exdusive properly of the CITY for its use in any manner it deems appropriate. Work Products are all works, tangible or not, created ooder this Contract induding, williout limitation, documents, maleria!, data, reports, manuals" specifications, artwoIk, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, fogos, graphic designs, notes, websites, domain names, inventions, processes, formulas- rnaners and combiha:tions tilereof, and all forms of intellectual property. CONTRACTOR hereby assigns, and agrees to assign, all gooclwill, copyright, trademark, patent, trade secret and all other intelfectual properly rights wolidwlde in any Work Products originated and prepared by CONTRACTOR under this Contract. CONTRACTOR further agrees to execute any documents necessary for the CITY to perfect, memorialize, or record the CiTY'S; ownership of rights provided herein. For all Work Products delivered to the CITY that are not originated or prepared by CONTRACTOR Of i,ts subcontractors of any tier under tills Contract, CONTRACTOR hereby grants a non-exclusive perpetual license to use such Work Products for any CITY purposes.

STANDARD PROVIS!ONS FOR CITY CONTRACTS (Rev. 31091

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CONTRACTOR shall not provide or disclose anY WOrk Product to any third party l"Iithout prior written Consent of the CITY. Any subcontract entered into by CONTRACTOR relating to this Contract, to the' extent aUowed hereunder; shaH include a like provision for work to be performed under this Contract to contractually bind Of otherwise oblige its subcontractors perfumling work under this Contract such that the CITY'S ownership and license rights of all Work Products are preserved and protected as intended herein. Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with such obligations shall subject CONTRACTOR to the imposition of any and all sancfons atlowed by law, including but not limited to terrnination of CONTRACTOR'S contract with the CITY. PSC-24.

INSOOANCE

During the term of this Contract and without limiting CONTRACTOR'S indemnmcatiol1 of the CITY,. CONTRACTOR shall: provide and maintain at its own expense a program of insurance having the coverages and limits customarily carried and actually arranged . by CONTRACTOR, hut not less than ihe amounts and types listed on the Required' Insurance and Minimum Limits sheet (Fo!1TlGeneral 146 in ExhIbit 1 hereto), covering its operations hereunder, Such insurance shaH conform to CITY requirements established hy Charter, ordinance or policy, shall comply with the Insurance Conlractual Requiremenls (Fo!1TlGenefai 133 in Exhibit 1 hereto) and shall otherwise be in a form acceptahle to the Office of the Cify Administrative Officer, Risk Management CONTRACTOR shall comply with all Insurance Contractual Reqpiremenfs shown on Exhibit 1 hereto. Exhibit 1 is hereby incorporated hy reference and made a part of this Contract, . PSC.25.

DISCOUNT TERMS

CONTRACTOR agrees to offer the CITY any discount terms that are offered to its best customers for the goods and. services to be provided hereunder and apply such discount to payments made under this, Contract which meet the discount terms. PSC-2G. WARRANTY AND RESPONSIBILITY OF CONTRACTOR CONTRACTOR warrants that the work performed hereunder shall be completed in a manner consistent with professional standards, practiced among those firms WIthin CONTRACTOR'S profession, doing the same Of similar work under the same or similar circumstances. PSC-27.

NON-DISCRIMINATION

Unless otherwise exempt, this Contract is subject to, the non-dtscrimination provisions in Sections 10.8 through 10.1'12 of the Los Angeles Administrative Code, as amended from time to time. The CONTRACTOR snal! comply with the applicable non-discrimination and affirmative action provisions of the laws of the United States of America, the State of California, and the CITY. In pefio!1Tling this Contract, CONTRACTOR shall not STANDARD PROVISIONS FOR ClTY CONTRACTS (Rev. 3/09}

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discriminate in its employment practices against any employee or appficant for employment because of such person's race, religion, national origin, ancestry, sex, sexual' orientation, age, disability, domestic partner status, marila! status or medical condition. Any subcontract entered ilflio by CONTRACTOR, to the extent allowed hereunder, shall incfude a [ike provision for work to be performed under this Contract. Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its sebcontractors wil:h such obligations shall subject CONTRACTOR to the imposition of any and aU sanctions atlowed by law, induding but not limited to termination of CONTRACTOR'S contract. with the CITY. PSC~28" EQUAL EMPLOYMENT PRACTICES Unless otherwise exempt; this Contract is subject to the equal employment practices provisions in Section 10Jl3 of the Los Angeles Adminisrrauve Code, as amended worn TImeto time. A.

Duling the performance of this Contract, CONTRACTOR agrees and represents that it wa! provide equal employment practices and CONTRACTOR and each subcontractor hereunder will ensure that in his or her employment practices persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.

1.

This provision applies to work or service performed or materials maaufacfured or assembled in the United States.

2.

Nothing in this section shall require or prohibit the estabflshmentof new dassflcations. of employees any given craft:, work or service category ..

3.

CONTRACTOR agrees to post a copy of Paragraph A hereof in conspicuous places at its pface of business available to employees and appkcants for employment.

in

B.

CONTRACTOR will, in aU solicitations or advertisements for employees placed by or on behalf of CONTRACTOR,. state that all qualified applicants win receive consideration for employment without regard to their race, religion, ancestry, national ongin, sex, sexual orientation, age, disability, marital status or medica! condinon.

C.

As part of the CI'TY'S supplier registration process, andtor at the request of the awarding authOrity, or the Board of Public Works, Office of Contract Compliance, CONTRACTOR shaH certify in the specified format that he or she has not discriminated in the performance of CITY contracts against any employee or applicant for employment on the basis or because of

STANnARD PROVISIONS FOR CITY CONTRACTS (Rev.3f01l:}

9

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race, religion, national ongln, ancestry, sex, sexual orientation" age, disability, marital status or medical condition. D.

CONTRACTOR shall permit access to and may be required to provide certified copies of all of his or her records pertaining, to employment and 10 employment practices by the awarding authority or the Office of Contract Cornpflal)ce for the purpose of investigation to ascertain compijance. with the Equal Employment Practices provisions of CITY contracts. On their or either of their request CONTRACTOR shall provide evidence that he or .she has or will comply therewith,

E.

The failure of any CONTRACTOR to comply with the Equal Employment Practices provisions of tlilis Contract may be deemed to be a materia! breach of CI:rY contracts. Such failure shall only be established upon a finding to that effect by the awarding aulhority, on the basis of its own inves:liga!ion or that of the Board of Public Works, Office of Contract Compliance. No such finding shalt be made or penalties assessed except upon a full and farf hearing after notice and an opportunity to be heard has been given to CONTRACTOR.

F.

Upon a finding duly made that CONTRACTOR has failed to comply with the Equal Employment Practices provisions of a CITY contract, the contract may be forthwith canceled, terminated or suspended" in whole or in part, by the awarding atrthority, and ail monies due or to become due hereunder may be forwarded to and retained by the CITY. En addition thereto, such failure to comply may be the basis for a dettmninafron by the awafding authority or the Board of Public Works that the CONTRACTOR is an irresponsible bidder or proposer pursuant to the provisions of Section 371 of the Charter of the City of Los Angeles. In the event of such. a determination, CONTRACTOR shall be disqualified from being awarded: a contract with the CITY for a period of two years, or until CONTRACTOR shall establish and carry out a program in conformance with the provisions hereof.

G.

Notwithstanding any other provision of !his Contract, the CITY shall have any and all ather remedies at law or in equity for any breach hereof.

H.

Intentionally blank.

L

Nothing contained in this Contract shall be construed in any manner so as

to require or permit aflY act which is prohibited by law. J.

At !he time a supplier registers to do business with the CITY, or when an indiVidual bid or proposal is submitted, CONTRACTOR shalt agree to adhere to the Equal Employment Practices specified herein during fue performance or conduct of CITY Contracts.

STANDARD PROVISIONS FOR CITY CONTRACTS {Rev. 3J09!

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K,

L.

PSC-29.

Equal Employment Practices shall, without !imitation as to the subject or nature of employment activity, be concerned with 'such employment practices as:

1.

Hiring practices;

2.

Apprenticeships v.mere such approved programs and other on-the-job training fur non-appreraiceable

3.

Trnining and

promotional opportunities; and

4.

Reasonable

accommodations

are functioning, occupations;

for persons with disabilities,

Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder; shall include a tike prOvision for work to be performed under this Contract Failure of CONTRACTOR to comply with this requirement or to, obtain the compliance of its subcontractors with. all such obligations shall subject CONTRACTOR io the imposition of any and ali sanctions allowed by law, indudi.ng· but not limited to termination of the CONTRACTOR'S Contract with the CITY, AFFIRMATIVE

ACTI:ON PROGRAM

Unless otherwise exempt, this Contract is subject to the affirmatille action program provisions in Section 1tHl.4 of the Los Angeles Administrative Code, as amended from lime to time, A.

R

During the performance of a CITY contract, CONTRACTOR certifies and represents thai CONTRACTOR and each subcontractor hereunder will adhere to an affirmative action program to ensure that in its employment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, nauonal origin, sex, sexual orientation, age, disabmty, marital status or medical condition,

1.

This provision applies to work or services performed manufactured or assembled In the United: States.

2_

Nothing in this section shaH require Of prohibit the establishment of new dassifications of employees in any gillen craft, work Of service category,

3,

post a copy of Paragraph A hereof in: conspicuous places at its place of business available to employees and appl.icants for employment .

or materials

CONTRACTOR shall

CONTRACTOR lviH, in af! sollcitations Of advertisements for employees placed by or on behalf of CONTRACTOR, state that aR qualified applicants WIll receive consideration for employment without regard to

STANDARD PROVISIONs FOR CITY COIIITRACTS (Rev_:l/G!}}

1:1


Page 15

August XX, 2009

their race, religion, ancestry, national origin, sex, sexual orientation, age, disability, rnarital status or medica! condition.

e.

As part of the CITY'S supplier registration process, and!or at the request of the awarding authority or the Office of Contract Compliance, CONTRACTOR shaH certilfy on an electronic or hard copy form to be supplied, that CONTRACTOR has not discriminated in the performance of CiTY contracts against any employee or applicant for employment on the basis or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, mamal status or medical oonditioR

D.

CONTRACTOR shan permit access to and may be required to provide certified copies of aU of its records pertaining to employment and to its employment practices by the awarding authority or the Office of Contract Compliance, for ihe purpose of investigation to ascertain compliance with the Affirmative Action Program provisions of CITY. contracts, and on their or either of their request to provide evidence that it has or wm comply therelulth. .

E.

The failure of any CONTRACTOR to compiy with the Affirmative Action Program provisions of CITY contracts may be deemed to be a material breach of contract Such failure shall only be established upon a mding. to that effect by the awarding authority,' on the basis of ils own investigation or that of the Board of Public Works, Office of Contract Compliance. No such finding' .shaUbe made except upon a full and fair hearing after notice and an opportunity to be heard has been given to CONTRACTOR.

F.

. Upon a finding duly made that CONTRACTOR has breached the Affirmative Action Program provisions of a CITY contract, the contract may be forthwith cancelled, terminated or suspended, in whole or in part, by the awarding authority, and all monies due or fo become due hereunder may be rorwarded to and retained. by the CITY. In addition thereto, such breach may be the basis for a determination by the awarding authority or fhe Board of Public Works that the said CONTRACTOR is an irresponsible bickler or proposer pursuant to the provisions of Section 371 of the-Los Angeles City Charter, In the event 01such determination, such CONTRACTOR shall be disqualified from being awarded a contract with Ihe CITY for a period of two years, or until he or she shall establish and carry out a program in conformance with the provisions hereof.

G.

In the event of a finding by the Fair Employment and HQusing Commission of the State of Califomia, or the Board of Public VI/orks of the City of Los Angeles, Of any court of competent jurisdidion, that COl'll'fRACTOR has been guilty of a WiHfuJviolation of the Califomia Fair Employment and Housing Act, or the Affirmative Action Program provisions of a CITY contract, there may be deducted from the amount payable to CONTRACTOR by the CITY under the contract, a penalty of ten dol!ars

STANDARD PROVISIONS FQRCITYCONTRACTS (Rev. 3109)

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($10.00) for each person for each calendar day on which such person was discriminated against iitliio!!ation of the provisions of a CITY contract. H.

Notwithstanding any other provisions of a CITY contract, the CITY shall have any and all other remedies at law or in equity for any breach, hereof.

L

Inentionally blank..

J.

Nothing contained in CITY contracts shall be construed in any manner so as to require or permit any act which is prohibited by law.

K.

CONTRACTOR shall submit an Affirmative Action Plan which shaR meet the requirements of this chapter at the time it submits its bid or proposal or at the time it regisiers to do business with the CITY. The plan shal! be subject to approval by.the Office of Contract Comp~ance prior to award of the contract. The awarding authority may also require contractors and suppHelS to take part in a pre-registration, pre-bid, pre-proposal, or pre-award conference in order to develop, improve or implement a qualifying Affirmative Action Plan. Affirmative Action Programs developed pursuant !o this section shall be effective for a period of twelve months from the date of approval by the Office of Contract Compliance. In case of prior submission of a plan, CONTRACTOR may submit documentation that it has an Affirmative Action Plan approved' by the Office of Contract Compliance within the' previous twelve months. If the approval is 30 days or less from expiration, CONTRACTO~ must submit a. new Plan to the Office of Conn-act Compliance and that Plan must be approved before the contract is awarded.

L

t.

Every contract of $5,001} or more which may provide construction, demolition, renovation, conservation or major maintenance of any . kind shaHin addition comply with the requirements of section 10.13· of the Los Angeles Administrative Code.

2.

CONTRACTOR may establish and adopt as its own Affirmative. Action Plan, by affixing his or her signature thereto, an Affirmative Action Plan prepared and furnished by the Office of Contract Compliance, or it may prepare and submit its own Plan for approval.

The Office of Contract Compliance shall annually supply the awarding authorities of the CITY with a list of contractors and suppliers Who have developed Affirmative Action Programs. For each contractor and supplier the Office of Contract Compliance shalf state the date the approval expires. The Office of Contract Compliance shall not withdraw its approval for any Affirmative Action Plan or change the Affirmative Action Plan after the date of contract award for the entire contract term without the mutual agreement of the awarding authority and CONTRACTOR

STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 31(9)

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M.

The Affirmative Action Plan required to be submitted hereunder and the pre-reg'istration, pre-bid, pre-proposal or pre-award conference which may be required by the Board of Public Works, Office of Contract Compliance or the awarding authority shall, without 5mitation as to ine subject or nature of. employment activity, be concerned willi such employment practices as: 1.

Apprenticeship where approved programs are functioning, and other on-the-job training for nors-apprenficeable occupations;

2.

Classroom preparation for the job when not apprenttceable;

3.

Pre-apprenticeship education and preparation;

4.

Upgraffing training and opportunities;

5.

Encouraging the use of contractors, subcontractors and suppliers of all racial and ethnic groups, provided, however, that any contract subject to this ordinance shall require the contractor, subcontractor or supplier to provide not tess than the prevailing wage, working condlfions and practices generally Observed in private industries in the contractor's, subcontractor's or supplier's geographical area for suchwork

e.

The entry of quallfied women, minomyand into the industry; and

7.

The provision of needed supplies or job conditions to permit persons with disabililies to be employed, and minimize the impact of any ffisability.

aU other joumeymen

N,

Any adjusfinents which may be made in the contractors or suppller's work force to achieve the requirements of the CITY'S Affirmative Action Contra.ct Compliance Program In purchasing and construction shall be accomplished by either an increase in the size of the work force or replacement of those employees who leave the work force by reason of resignation, retirement or death and not by termination, layoff, demotion or change in grade.

O.

Affirmative Action Agreements resulting from the proposed! Affirmative Action Plan or the pre-regisira.lion, pre-bid, pre-proposal or pre-award conferences shall £101. be confidential and may be publicized by the contractor at his· or her discretion. Approved Affirmative Action Agreements become the properiy of !he CITY and may be' used at the discretion of the CITY in its Contract Compliance Affirmative Action Program.

P_

Intentionally blank.

STANDARIJ PROVISIONS FOR CITY CONTRACTS {Rev. 3/O9}

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Q.

PSC-30.

AU contractors subject to the provisions of this section shall incfude a like provision in all subcontracts awarded for work to be performed under the contract willi the CITY and shall impose the same obligations, induding. but not limited to fiflng and reporfing obligalions, on the subcontractors as are applicable to the contractor. Farlure of the contractor to comply with Ihis requirement or to obtain the compliance of its subcontractors with all such obligations shaH subject tile contractor to the imposition of any and aU sanctions allowed by f~w, including but not limited to termination of the contractor's contract with the CITY. CHILD SUPPORT ASS!GNMENT

ORDERS

This Contract is subject to tile Child Support Assignment Orders Ordinance, Section 1R 10 of the Los Angeles Administrative Code, as amended from time to time. Pursuant to the Child Support Assignment Orders Ordinance, CONTRACTOR wilil fuJly compfy with all applicable state and Federal employment reporting requiremenls for CONTRACTOR'S employees. CONTRACTOR shan also cerfify (1) that the Principal Owner(s} of COfllTRACTOR are in compliance with any Wage and Earnlngs Assignment Orders and Notices of Assignment applicable to them personally; (2) thai CONTRACTOR win funy comply with all lawfufly served Wage and Eamings Assignment Orders and Notices of Assignment in accordance with Section 5230, et seq. of the California Family Code; and (3) thaI CONTRACTOR maintain such compliance throughout fue term of this Contract.

will

Pursuant to Section 10.10(b} of the Los Angeles Administrative Code, the la~ure of CONTRACTOR to comply with all applicable reporting requirements Of to implement lawfully served Wage and Eamings Assignment Orders or Notices of ASSignment, Of the failure of any Principal Owner(s) of CONTRACTOR to cornpfy witll any Wage and Eamings Assignment Orders or Notices of Assignment applicabl.e to them personally, shall constitute a default by tile CONTRACTOR under this Contract, subjecting this Contract to termination if such default shall continue for more than. nine1y (90) days after notice of such default to CONTRACTOR by the CITY. Any subcontract entered inlo by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this. Contract FaHure of CONTRACTOR to obtain compliance of its subconlradorsshall constitute a default by CONTRACTOR under this Contract, subjecfing this Contract to termination where such default shall COIltinue for more than nine1y (90) days after notice of such default to CONTRACTOR by the CITY. CONTRACTOR certifies that, to the best of its knowledge, it is fully complying with the Earnings Assignment Orders of all' employees, and is providing the names of all new employees to the New Hire RegistJy maintained by the Employment Development Department as set forth in Section 711 O(b} of the California Public Contract Code.

STANDARD PROVISIONS FOR CITY CONTRACTS !R,,,,.3/o9j

LA SEes

Contract

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PSC"31. A.

LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE Unless .otherwise exempt, this Contract is subject to the applicable provisions of the U\ling Wage Ordinance (L\NO), Section 1,0.37 et seq. qf the Los Angeles Adminislrative Code, as amended from time to time, and the Service Contractor Worker Retention Ordinance (SCWROj, section 10.36 et seo., of the Los Angeles Administrative Code, as amended from . time to time. These Ordinances require the following: 1.

CONTRACTOR assures payment of a minimum initial wage rate to employees as defined in the LWO and as may be adjusted each July 1 and provision of compensated and uncompensated days off and health benefits, as defined in the tWO.

2.

CONTRACTOR further pledges that it win comply wilh federal law proscribing retaliation for union organizing and will not retaliate for activities related 10the tWO. CONTRACTOR shal! require each of its subcontractors within the meaning of the LWO to pledge to comply with the terms of federal law proscribing retaliation fol' union organizing. CONTRACTOR shall deliver the executed pledges from each such subcontractor to the CITY within ninety (90) days of Ine execunon of the subcontract. CONTRACTOR'S delivery of executed pledges from each such subcontractor shall fully discharge the obligation of CONTRACTOR wi'th respect to stich pledges and fully discharge the obligation of CONTRACTOR: to comply with the provision in the LWO contained in Section 10.37.6(c} conceming compliance wilh such federal law.

3.

CONTRACTOR, whether an employer, as defined in the LWO, or any other person employing individuals, shall not discharge" reduce in compensation, or otherwise discriminate against any employee for complainimg to Ihe CITY with regard to the employers compliance or anticipated compliance with the LWO, for opposing any practice proscribed by the tWO, for participating in proceedings related to the LWO, for seeking to enforce his or her rights under the tWO by any lawful means, or otherwise asserting rlghts under the L\NO. CONTRACTOR shall post the Noliee of Pronibition Against Retaliation provided by the CITY.

4.

Any subcontract entered into by CONTRACTOR relating to this Contra.ct, to the extent alfowed hereunder, shall be subject to the provisions of PSC-31 and shalf incorporate the provisions of the LWO and the SCWRO_

STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109l

16

LA SEeS Contract Documents - FINAL DRAFT City_SECS Contract - Appendices - FINAL DRAFr

Page 20

August XX, 2009

5.

CONTRACTOR shall comply willl a!Urules, regulations and policies promulgated by the CITY'S Designated Administrative Agency which may be amended from time to time.

B.

Under the provisions of Sections 10.36.3(c) and 10.37.6(c); oi the Los Angeles Administrative Oode, the CITY shall have the authority, under appropriate crcumstances, to terminate this Contract and ofnerwise pursue legal remedies that may be available if lIle CITY determines that the subject CONTRACTOR has violated provisions of either the LWO or the SCWRO, or both.

C.

Where under the LWO sedon 10.37.6(d), the CITY'S Designated Administrative Agency has determined (a) that CONTRACTOR is in violation of the LWO in having faHed to pay some or all of the living wage, and (bl lIlat such violation has gone uncured, the CITY in such circumstances may impound monies otherwlse due CONTRACTOR in accordance with the fol[owing procedures. Impoundment shall mean that from monies due CONTRACTOR, CITY may deduct the- amount determined to be due and owing by CONTRACTOR to its employees. Such monies shalt be' placed in the holding account referred to ~nLWO Section 10.37.6(d)(3) and disposed of under procedures described therein through final and binding arbitration. Whether CONTRACTOR isla continue wortilitl' _

_

D

_

__

Aut01llol>ll. Liabilitr

(for any and all vehicles used for this Contract, oilier than commuting toiftom wom)

__

Property Insurance (to eover replacement cost ofbmIdmg -:as detenainedby insurance company)

D All Risk Coverage

D lloilerandMac!rinery

D Flood

D Buillkr',

D Earthqoehe

__

Pj.k

D

_

I'ollurn.n Liabilil}'

D

__

Sure';, Bunds- PeJ:ib!Dl2lll:eand Payment (Laborand M_alE) --

Bonds

100 % cf

Coatsact

Price

Clime Insuraece

Om"",

STANDARD PROVISIONS FOR. CITY CONTRACTS (Rev.l109)

LA

SEes

Contract Documents

FINAL DRAFT City-SECS

Contract - Appendices

Page 26 - FINAL DRAFT

August XX, 2009

Appendix B Statement of Work


Page 27

August XX, 2009

Appendix B Statement of Work CSC will provide Software as a Service (SAAS) E-mail and Collaboration Solution (SECS) using Google Products to the City of Los Angeles. The services to be provided are shown in the following table and in the text below; Installation

and Setup

This is the set of work activities required to transition the agency and users' current environment and data to Google Apps Premier Edition and the on-going operations of Google Apps as software service (SaaS),inciuding any optional Archive services purchased. B.1 Initial Implementation

for the City of LA

A standard implementation schedule contains eight essential phases that reflect our work plan. o

Project Kick-off and Initiatiqn

During this phase Team CSC will coordinate with the customer to hold a project kick-off meeting. Team CSC will mobilize the installation team, introduce them to the City and review the proposed project plan with the key stakeholders. Team CSC expects the customer to support and facilitate all phases. •

Discovery

During this phase Team CSC will perform a detailed due diligence of the existing e-rnaf and collaboration environment. Team CSC will review and document the domain strategy and will work with the customer to create an end-user communication strategy for the new enhanced features available within our solutions. Team CSC will revise the detailed project plan for the implementation based upon the due diligence results. •

Training

During this phase Team CSC will prepare training materials for the customer's administrators, and individuals selected by the customer as end-user Trainers. Team CSC will conduct several train-the-trainer sessions for these individuals and provide collateral training material. Additional and detailed level of help information is available online for the Google applications provided.

For training both for administrator and train-the-trainers the following table shows the number and hour of classes for each type of training.

LA SECS

Contract

Documents

- FINAL

DRAFT

City-SEeS

Page 28 Contract - Appendices - FINAL DRAFT

August XX, 2009

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12

Ability to provide Real-time on-screen notation during Video Conference

LA SEes Contract Documents - FINAL DRAFT City_SEGS Contract - Appendices - FINAL DRAFf

Yes

Page 34

August XX, 2009

Ability to search (e-Discovery) virtual drive files

:~~B~~\f~~~\lt~j~~~m(~~~:,rn;~~i'riiii Virtual Drives

Availability of List serve capabilities

iM)\'m~VRfiY'~§:\l[Wi:~~ili!y:'fq'it:~(;R:·~irtQ§j)J;)1)§~~;j,;imf\t.Wi!;~i1);n\'i Communication

Ability to translate electronic communication

:~~mffiG6jSii1i6hi!A"$iji,iY;iO;~~\3.:'Tr¥'r,:dommGaiq~fiqH·.:j, Note: Terms of the Google services agreement apply, see Appendix J.

LA SECS Contract Documents - FINAL DRAFT City_SECS Conlracl-

Page 35 Appendices - FINAL DRAFT

August XX, 2009 Minimum and Optional Requirement Notes:

13 e-mail

Ability to delegate appointments and reminders is available Page 9-1 today Ability to delegate mail and contacts will be available by 0809 . Delegation of notes is not applicable Delegation of tasks will be available by 12-09 Team CSC will.also provide the additional solution of Private Video sharing - a private "YouTube" that only City of LA users can access

B.4 Solutions Listing The Solution shall include, at

a minimum, the following applications:

1.

Gmail,

2.

Google Calendar;

3.

Google Talk,

4.

Google Docs,

5.

Google Sites,

6.

Google Video,

7.

Google Message Security, and

8.

Google Message Discovery


Page 36

August XX, 2009

Appendix C Deliverable Definition

LA SEes Contract Documents - FINAL DRAFT City_SECS Contract - Appendices - FINAL DRAFT

Page 37

August XX, 2009 LA SECS Contract Appendix C - Deliverable Definition

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